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FORM 10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2002

OR


o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 0-21494


WNC HOUSING TAX CREDIT FUND III, L.P.


California 33-0463432
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626

(714) 662-5565

Securities registered pursuant to Section 12(b) of the Act:

NONE

Securities registered pursuant to section 12(g) of the Act:

UNITS OF LIMITED PARTNERSHIP INTEREST

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes__X No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. <060>o<048><057><057><062>


1



State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant.

INAPPLICABLE


DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).

NONE



2



UNIT I.

Item 1. Business

Organization

WNC Housing Tax Credit Fund III, L.P. ("the Partnership") is a California
Limited Partnership formed under the laws of the State of California on May 10,
1991. The Partnership was formed to acquire limited partnership interests in
other limited partnerships or limited liability companies ("Local Limited
Partnerships") which own multifamily apartment complexes that are eligible for
low-income housing federal and, in some cases, California income tax credits
(the "Low Income Housing Credit").

The general partner of the Partnership is WNC Tax Credit Partners, L.P. ("TCP"
or the "General Partner"). The general partners of TCP are WNC & Associates,
Inc. ("Associates") and Wilfred N. Cooper, Sr. The Chairman and President own a
substantial majority of the outstanding stock of Associates. The business of the
Partnership is conducted primarily through Associates, as the Partnership has no
employees of its own.

Pursuant to a registration statement filed with the Securities and Exchange
Commission on January 2, 1992, the Partnership commenced a public offering of
15,000 Units of Limited Partnership Interest ("Units") at a price of $1,000 per
Unit. As of the close of the public offering on September 30, 1993, a total of
15,000 Units representing $15,000,000 had been sold. Holders of Units are
referred to herein as "Limited Partners."

Description of Business

The Partnership's principal business objective is to provide its Limited
Partners with Low Income Housing Credits. The Partnership's principal business
therefore consists of investing as a limited partner or non-managing member in
Local Limited Partnerships each of which will own and operate a multi-family
housing complex (the "Housing Complex") which will qualify for the Low Income
Housing Credit. In general, under Section 42 of the Internal Revenue Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
to reduce Federal taxes otherwise due in each year of a ten-year period. In
general, under Section 17058 of the California Revenue and Taxation Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
against California taxes otherwise due in each year of a four-year period. The
Housing Complex is subject to a fifteen-year compliance period (the "Compliance
Period"), and under state law may have to be maintained as low income housing
for 30 or more years.

In general, in order to avoid recapture of Low Income Housing Credits, the
Partnership does not expect that it will dispose of its interests in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by any Local Limited Partnership of its Housing Complex prior to the end of the
applicable Compliance Period. Because of (i) the nature of the Housing
Complexes, (ii) the difficulty of predicting the resale market for low-income
housing 15 or more years in the future, and (iii) the ability of government
lenders to disapprove of transfer, it is not possible at this time to predict
whether the liquidation of the Partnership's assets and the disposition of the
proceeds, if any, in accordance with the Partnership's Agreement of Limited
Partnership, as amended by Supplements thereto (the "Partnership Agreement"),
will be able to be accomplished promptly at the end of the 15-year period. If a
Local Limited Partnership is unable to sell its Housing Complex, it is
anticipated that the local general partner ("Local General Partner") will either
continue to operate such Housing Complex or take such other actions as the Local
General Partner believes to be in the best interest of the Local Limited
Partnership. Notwithstanding the preceding, circumstances beyond the control of
the General Partner or the Local General Partners may occur during the
Compliance Period, which would require the Partnership to approve the
disposition of a Housing Complex prior to the end thereof, possibly resulting in
recapture of Low Income Housing Credits.

As of March 31, 2002, the Partnership had invested in forty-eight Local Limited
Partnerships. Each of these Local Limited Partnerships owns a Housing Complex
that is eligible for the federal Low Income Housing Credit. Certain Local
Limited Partnerships may also benefit from government programs promoting low- or
moderate-income housing.


3


The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of low-income housing and to the
mfanagement and ownership of multi-unit residential real estate. Some of these
risks are that the Low Income Housing Credit could be recaptured and that
neither the Partnership's investments nor the Housing Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes receive government financing or operating subsidies, they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes; difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests; limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations. The Housing Complexes are subject to mortgage
indebtedness. If a Local Limited Partnership does not make its mortgage
payments, the lender could foreclose resulting in a loss of the Housing Complex
and Low Income Housing Credits. As a limited partner or non-managing member of
the Local Limited Partnerships, the Partnership will have very limited rights
with respect to management of the Local Limited Partnerships, and will rely
totally on the general partners or managing members of the Local Limited
Partnerships for management of the Local Limited Partnerships. The value of the
Partnership's investments will be subject to changes in national and local
economic conditions, including unemployment conditions, which could adversely
impact vacancy levels, rental payment defaults and operating expenses. This, in
turn, could substantially increase the risk of operating losses for the Housing
Complexes and the Partnership. In addition, each Local Limited Partnership is
subject to risks relating to environmental hazards and natural disasters, which
might be uninsurable. Because the Partnership's operations will depend on these
and other factors beyond the control of the General Partner and the Local
General Partners, there can be no assurance that the anticipated Low Income
Housing Credits will be available to Limited Partners.

In addition, Limited Partners are subject to risks in that the rules governing
the Low Income Housing Credit are complicated, and the use of credits can be
limited. The only material benefit from an investment in Units may be the Low
Income Housing Credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop. All Partnership management
decisions are made by the General Partner.

As a limited partner or non-managing member, the Partnership's liability for
obligations of each Local Limited Partnership is limited to its investment. The
Local General Partners of each Local Limited Partnership retain responsibility
for developing, constructing, maintaining, operating and managing the Housing
Complexes.

Item 2. Properties

Through its investments in Local Limited Partnerships, the Partnership holds
limited partnership interests in the Housing Complexes. The following table
reflects the status of the forty-eight Housing Complexes as of the dates and for
the periods indicated:


4








------------------------- -----------------------------------------------
As of March 31, 2002 As of December 31, 2001
------------------------- -----------------------------------------------
Partnership's Estimated Encumbrances
Total Investment Amount of Low Income of Local
General Partner In Local Limited Investment Number Housing Limited
Partnership Name Location Name Partnerships Paid to Date Of Units Occupancy Credits Partnerships
- ------------------------------------------------------------------------------------------------------------------------------------

Beaumont Elderly Beaumont, Donald W.
Housing, L.P. Mississippi Sowell $ 229,000 $ 229,000 30 90% $ 462,000 $ 925,000

Brownfield Seniors Brownfield, Winston
Community, Ltd. Texas Sullivan 147,000 147,000 24 100% 292,000 685,000

Buffalo Apartments, Buffalo, Donald W.
Ltd. Texas Sowell 91,000 91,000 24 96% 177,000 408,000

Cambridge Court
Associates Limited Grottoes, The Humphrey
Partnership Virginia Companies 254,000 254,000 39 100% 557,000 1,317,000

Candleridge
Apartments of Bondurant, Eric A.
Bondurant L.P. Iowa Sheldahl 99,000 99,000 23 100% 222,000 594,000

Candleridge
Apartments of Waukee Waukee, Eric A.
L.P. Iowa Sheldahl 101,000 101,000 23 100% 227,000 648,000

Carlinville Carlinville, Kenneth M.
Associates I, L.P. Illinois Vitor 105,000 105,000 20 95% 208,000 499,000

Cherokee Thomas H. Cooksey and
Housing, Cedar Bluff, Apartment Developers,
Ltd. Alabama Inc. 110,000 110,000 19 100% 272,000 618,000

Chester Associates
I, a Limited Chester, Kenneth M.
Partnership Illinois Vitor 159,000 159,000 24 100% 358,000 688,000

Clinton Terrace Albany, Eddie C.
Apartments, Ltd. Kentucky Dalton 138,000 138,000 24 100% 290,000 764,000



5





------------------------- -----------------------------------------------
As of March 31, 2002 As of December 31, 2001
------------------------- -----------------------------------------------
Partnership's Estimated Encumbrances
Total Investment Amount of Low Income of Local
General Partner In Local Limited Investment Number Housing Limited
Partnership Name Location Name Partnerships Paid to Date Of Units Occupancy Credits Partnerships
- ------------------------------------------------------------------------------------------------------------------------------------

Coffeeville Thomas H. Cooksey and
Housing, Coffeeville, Apartment Developers,
Ltd. Alabama Inc. 103,000 103,000 19 63% 239,000 541,000

Coosa County Thomas H. Cooksey and
Housing, Rockford, Apartment Developers,
Ltd. Alabama Inc. 103,000 103,000 19 95% 265,000 557,000

Crockett Crockett, Jean
Manor, Ltd. Texas Johnson 184,000 184,000 40 97% 383,000 887,000

Crockett Manor
Senior Citizens Crockett, Jean
Complex, Ltd. Texas Johnson 203,000 203,000 36 97% 446,000 1,016,000

Delta Manor, Techula, Glenn D.
L.P. Mississippi Miller 227,000 227,000 36 100% 499,000 1,229,000

Eupora Apartments, Eupora, Richard Tenhet and
L.P. Mississippi Geraldine Tenhet 138,000 138,000 36 94% 310,000 1,198,000

Fairview Village V, Carroll, Kevin A.
Limited Partnership Iowa Bierl 119,000 119,000 20 100% 273,000 588,000

Fox Lake Manor William E. Paschke,
Limited Fox Lake, Jr. and Robert E.
Partnership Wisconsin Campbell 84,000 84,000 12 67% 161,000 371,000

Ft. Deposit Thomas H. Cooksey and
Housing, Fort Deposit, Apartment Developers,
Ltd. Alabama Inc. 127,000 127,000 23 96% 330,000 700,000

Gulf Coast Gulfport, Philip
Apartments, L.P. Mississippi Napier 320,000 320,000 60 93% 698,000 1,421,000


6




------------------------- -----------------------------------------------
As of March 31, 2002 As of December 31, 2001
------------------------- -----------------------------------------------
Partnership's Estimated Encumbrances
Total Investment Amount of Low Income of Local
General Partner In Local Limited Investment Number Housing Limited
Partnership Name Location Name Partnerships Paid to Date Of Units Occupancy Credits Partnerships
- ------------------------------------------------------------------------------------------------------------------------------------

Gulf Coast Apartments Long Beach, Philip
of Long Beach, L.P. Mississippi Napier 315,000 315,000 59 92% 685,000 1,435,000

Heritage Robert J. Deharder
Colonial Blackshear, and Jacqueline F.
Homes, L.P. Georgia McPhillips 115,000 115,000 20 100% 126,000 523,000

HOI Limited Benson, Housing
Partnership of North Opportunities,
Benson Carolina Inc. 269,000 269,000 50 98% 577,000 1,182,000

HOI Limited Dallas, Housing
Partnership North Opportunities,
of Dallas Carolina Inc. 366,000 366,000 60 100% 787,000 1,692,000

HOI Limited Dunn, Housing
Partnership North Opportunities,
of Dunn Carolina Inc. 170,000 170,000 34 100% 366,000 815,000

HOI Limited Kings Mountain,
Partnership of North Housing
Kings Mt. Carolina Opportunities, Inc. 262,000 262,000 46 96% 563,000 1,222,000

HOI Limited Sanford, Housing
Partnership North Opportunities,
of Lee Carolina Inc. 419,000 419,000 78 97% 901,000 1,968,000

HOI Limited Sanford, Housing
Partnership of North Opportunities,
Sanford Carolina Inc. 277,000 277,000 50 100% 594,000 1,233,000

HOI Limited Selma, Housing
Partnership of North Opportunities,
Selma Carolina Inc. 271,000 271,000 58 95% 582,000 1,192,000

Killbuck Limited Killbuck, Georg E.
Partnership Ohio Maharg 151,000 151,000 24 100% 338,000 746,000


7




------------------------- -----------------------------------------------
As of March 31, 2002 As of December 31, 2001
------------------------- -----------------------------------------------
Partnership's Estimated Encumbrances
Total Investment Amount of Low Income of Local
General Partner In Local Limited Investment Number Housing Limited
Partnership Name Location Name Partnerships Paid to Date Of Units Occupancy Credits Partnerships
- ------------------------------------------------------------------------------------------------------------------------------------

Lake Ridge Tiptonville, Lewis Beasley, Jr.
Apartments, L.P. Tennessee and Carol Beasley 317,000 317,000 44 100% 647,000 1,455,000

Levelland Levelland, 1600 Capital
Manor, L.P. Texas Company 175,000 175,000 36 100% 393,000 901,000

Logan Park
Associates Limited Caldwell, Riley J.
Partnership Idaho Hill 571,000 571,000 50 100% 1,281,000 2,267,000

Meadow Run
Associates Limited Gordonsville, The Humphrey
Partnership Virginia Companies 302,000 302,000 43 100% 662,000 1,486,000

Oakdale Senior Oakdale Senior
Housing Limited Oakdale, Housing
Partnership California Corporation 919,000 919,000 80 100% 2,110,000 2,951,000

Orange Beach Orange
Housing, Beach, Thomas H. Cooksey and
Ltd. Alabama Apartment Developers,
Inc. 208,000 208,000 31 94% 472,000 1,085,000

Parks I Limited Chatham, Sallie B. Garst and
Partnership Virginia Lillien S. Brown 253,000 253,000 39 100% 568,000 1,237,000

Post Manor, Post, 1600 Capital
L.P. Texas Company 122,000 122,000 24 88% 263,000 629,000

Red Bud Associates
I, a Limited Red Bud, Kenneth M.
Partnership Illinois Vitor 135,000 135,000 20 95% 303,000 597,000

Steeleville
Associates I, a Steeleville, Kenneth M.
Limited Partnership Illinois Vitor 110,000 110,000 16 88% 247,000 536,000


8




------------------------- -----------------------------------------------
As of March 31, 2002 As of December 31, 2001
------------------------- -----------------------------------------------
Partnership's Estimated Encumbrances
Total Investment Amount of Low Income of Local
General Partner In Local Limited Investment Number Housing Limited
Partnership Name Location Name Partnerships Paid to Date Of Units Occupancy Credits Partnerships
- ------------------------------------------------------------------------------------------------------------------------------------

Tanglewood Limited Frankfurt, Georg E. Maharg and
Partnership Ohio Maharg Realty, Inc. 212,000 212,000 36 94% 475,000 1,061,000

Village Lane
Properties,a
Limited Farmington, ERC Properties,
Partnership Arkansas Inc. 168,000 168,000 36 100% 370,000 883,000

Whitted Forest Hillsborough, Hillsborough
Limited North Affordable Housing
Partnership Carolina Corporation
685,000 685,000 35 100% 1,572,000 993,000
Wilcam Thomas H. Cooksey and
Housing, Camden, Apartment Developers,
Ltd. Alabama Inc.
106,000 106,000 19 95% 299,000 619,000
Wills Point Wills Point, 1600 Capital
Manor, L.P. Texas Company 124,000 124,000 24 100% 277,000 626,000

Windmere
Associates
Limited Lexington, The Humphrey
Partnership Virginia Companies 291,000 291,000 38 100% 539,000 1,480,000

Woodlands Mount
Apartments, Pleasant, 1600 Capital
L.P. Texas Company 239,000 239,000 48 92% 537,000 1,248,000

Chillicothe, Michael K. Moore
Woodview Illinois
Limited Glassford, and
Partnership Illinois 269,000 269,000 36 100% 362,000 1,191,000
----------- ------------ ------ ----- ----------- ------------
$10,862,000 $ 10,862,000 1,685 96% $ 23,565,000 $ 48,907,000
=========== ============ ====== ====== =========== ============


9







----------------------------------------------------------------------------
For the year ended December 31, 2001
----------------------------------------------------------------------------
Low Income Housing
Credits Allocated to
Partnership Name Rental Income Net (Loss) Income Partnership
- -------------------------------------------------------------------------------------------------------------------


Beaumont Elderly Housing, L.P. $ 103,000 $ (14,000) 99%


Brownfield Seniors Community, Ltd. 88,000 (24,000) 99%

Buffalo Apartments, Ltd. 88,000 (14,000) 99%

Cambridge Court Associates
Limited Partnership 140,000 (45,000) 99%

Candleridge Apartments of
Bondurant L.P. 123,000 (14,000) 99%

Candleridge Apartments of Waukee
L.P. 134,000 (3,000) 99%

Carlinville Associates I, L.P. 80,000 (9,000) 99%

Cherokee Housing, Ltd. 71,000 (6,000) 99%

Chester Associates I, a Limited
Partnership 123,000 (25,000) 99%

Clinton Terrace Apartments, Ltd. 76,000 (14,000) 99%

Coffeeville Housing, Ltd. 51,000 (19,000) 99%

Coosa County Housing, Ltd. 62,000 (6,000) 99%

Crockett Manor, Ltd. 146,000 (11,000) 99%

Crockett Manor Senior Citizens
Complex, Ltd. 125,000 4,000 99%

Delta Manor, L.P. 154,000 (33,000) 99%

Eupora Apartments, L.P. 121,000 (9,000) 99%

Fairview Village V, Limited
Partnership 71,000 (14,000) 99%


Fox Lake Manor Limited Partnership 29,000 (21,000) 99%

Ft. Deposit Housing, Ltd. 85,000 (9,000) 99%

Gulf Coast Apartments, L.P. 199,000 (33,000) 99%



10







----------------------------------------------------------------------------
For the year ended December 31, 2001
----------------------------------------------------------------------------
Low Income Housing
Credits Allocated to
Partnership Name Rental Income Net (Loss) Income Partnership
- -------------------------------------------------------------------------------------------------------------------

Gulf Coast Apartments of Long
Beach, L.P. 226,000 (27,000) 99%

Heritage Colonial Homes, L.P. 70,000 (15,000) 99%


HOI Limited Partnership of Benson 197,000 (18,000) 99%


HOI Limited Partnership of Dallas 233,000 (56,000) 99%


HOI Limited Partnership of Dunn 116,000 (28,000) 99%

HOI Limited Partnership of Kings
Mt. 162,000 (23,000) 99%

HOI Limited Partnership of Lee 296,000 (48,000) 99%


HOI Limited Partnership of Sanford 208,000 (87,000) 99%


HOI Limited Partnership of Selma 221,000 (34,000) 99%

Killbuck Limited Partnership 82,000 (22,000) 99%

Lake Ridge Apartments, L.P. 146,000 (53,000) 99%

Levelland Manor, L.P. 122,000 (14,000) 99%

Logan Park Associates Limited
Partnership 420,000 (31,000) 99%

Meadow Run Associates Limited
Partnership 163,000 (33,000) 99%

Oakdale Senior Housing Limited
Partnership 340,000 (222,000) 99%

Orange Beach Housing, Ltd. 110,000 (31,000) 99%

Parks I Limited Partnership 208,000 (34,000) 99%

Post Manor, L.P. 77,000 (19,000) 99%

Red Bud Associates I, a Limited
Partnership 90,000 (27,000) 99%


11






----------------------------------------------------------------------------
For the year ended December 31, 2001
----------------------------------------------------------------------------
Low Income Housing
Credits Allocated to
Partnership Name Rental Income Net (Loss) Income Partnership
- -------------------------------------------------------------------------------------------------------------------

Steeleville Associates I, a
Limited Partnership 86,000 (15,000) 99%

Tanglewood Limited Partnership 114,000 (21,000) 99%

Village Lane Properties, a
Limited Partnership 173,000 (23,000) 99%


Whitted Forest Limited Partnership 189,000 (25,000) 99%

Wilcam Housing, Ltd. 66,000 (21,000) 99%

Wills Point Manor, L.P. 83,000 (11,000) 99%

Windmere Associates Limited
Partnership 172,000 (32,000) 99%

Woodlands Apartments, L.P. 162,000 (29,000) 99%

Woodview Limited Partnership 155,000 (19,000) 99%
----------- ------------

$ 6,756,000 $(1,337,000)
=========== ============

12




Item 3. Legal Proceedings

NONE.

Item 4. Submission of Matters to a Vote of Security Holders

NONE.

PART II.

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

Item 5a.

(a) The Units are not traded on a public exchange but were sold through a
public offering. It is not anticipated that any public market will develop
for the purchase and sale of any Unit and none exists. Units can be
assigned only if certain requirements in the Partnership Agreement are
satisfied.

(b) At March 31, 2002, there were 1,040 Limited Partners.

(c) The Partnership was not designed to provide cash distributions to Limited
Partners in circumstances other than refinancing or disposition of its
investments in Local Limited Partnerships.

(d) No unregistered securities were sold by the Partnership during the year
ended March 31, 2002.

Item 5b.

NOT APPLICABLE

Item 6. Selected Financial Data
Selected balance sheet information for the Partnership is as follows:



March 31 December 31
---------------------------------------------------- --------------------------
2002 2001 2000 1999 1998 1997
----------- ---------- ----------- ------------ ------------ -----------

ASSETS
Cash and cash equivalents $ 294,946 $ 310,526 $ 330,386 $ 335,746 $ 338,486 $ 333,368
Investments in limited
partnerships, net 1,816,995 2,387,646 3,533,290 4,556,343 4,811,538 5,923,350
----------- ---------- ----------- ------------ ------------ -----------
$ 2,111,941 $ 2,698,172 $ 3,863,676 $ 4,892,089 $ 5,150,024 $ 6,256,718
=========== ========== =========== ============ ============ ===========
LIABILITIES
Payables to limited
partnerships $ - $ 50,818 $ 50,818 $ 50,818 $ 50,818 $ 50,818
Accrued fees and expenses
due to General Partner
and affiliates 2,122,532 1,850,328 1,581,300 1,295,236 1,225,414 923,399

PARTNERS' EQUITY (10,591) 797,026 2,231,558 3,546,035 3,873,792 5,282,501
----------- ---------- ----------- ------------ ------------ -----------
$ 2,111,941 $ 2,698,172 $ 3,863,676 $ 4,892,089 $ 5,150,024 $ 6,256,718
=========== ========== =========== ============ ============ ===========


13




Selected results of operations, cash flows, and other information for the
Partnership is as follows for the periods indicated:



For the Years Ended March 31 For the Three Months For the Years Ended
Ended March 31 December 31
------------------------------------- ----------------------- ------------------------
2002 2001 2000 1999 1998 1998 1997
----------- ----------- ----------- ---------- ---------- ---------- ----------
(Unaudited)

Loss from operations $ (312,218) $ (353,285) $ (354,817) $ (96,591) $ (86,217) $ (360,770) $ (356,655)
Equity in losses of
limited
partnerships (495,399) (1,081,247) (959,660) (231,166) (292,600) (1,047,939) (1,230,014)
----------- ----------- ----------- ---------- ---------- ---------- ----------
Net loss $ (807,617) $ (1,434,532) $(1,314,477) $ (327,757) $ (378,817) $(1,408,709) $ (1,586,669)
=========== =========== =========== ========== ========== ========== ==========
Net loss allocated to:

General partner $ (8,076) $ (14,345) $ (13,145) $ (3,278) $ (3,788) $ (14,087) $ (15,866)
=========== =========== =========== ========== ========== =========== ==========
Limited partners $ (799,541) (1,420,187) (1,301,332) (324,479) (375,029) (1,394,622) $ (1,570,803)
$ $ $ $ $
=========== =========== =========== ========== ========== ========== ==========
Net loss per limited
partner unit $ (53.30) $ (94.68) $ (86.76) $ (21.63) $ (25.00) $ (92.97) $ (104.72)
=========== =========== =========== =========== ========== ========== ==========
Outstanding weighted
limited partner
units 15,000 15,000 15,000 15,000 15,000 15,000 15,000
=========== =========== =========== ========== ========== ========== ==========





For the Years Ended March 31 For the Three Months For the Years Ended
Ended March 31 December 31
------------------------------------- ----------------------- ------------------------
2002 2001 2000 1999 1998 1998 1997
----------- ----------- ----------- ---------- ---------- ---------- -----------
(Unaudited)


Net cash provided by
(used in):
Operating activities $ (14,092)$ (37,009) $ (21,505) $ (14,957) $ (463) $ (11,507) $ (135,974)
Investing activities (1,488) 17,149 16,145 12,217 11,569 16,625 21,031
----------- ----------- ----------- ---------- ---------- ---------- -----------
Net change in cash and
cash equivalents (15,580) (19,860) (5,360) (2,740) 11,106 5,118 (114,943)

Cash and cash
equivalents,
beginning of period 310,526 330,386 335,746 338,486 333,368 333,368 448,311
----------- ----------- ----------- ---------- ---------- ---------- -----------
Cash and cash
equivalents,
end of period $ 294,946 $ 310,526 $ 330,386 $ 335,746 $ 344,474 $ 338,486 $ 333,368
=========== =========== =========== ========== ========== ========== ===========




Low Income Housing Credit per Unit was as follows for the years ended December 31:

2001 2000 1999 1998 1997
-------------- --------------- -------------- ------------- -------------

Federal $ 157 $ 157 $ 157 $ 157 $ 157
State - - - - -
-------------- --------------- -------------- ------------- -------------
Total $ 157 $ 157 $ 157 $ 157 $ 157
============== =============== ============== ============= =============


14




Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Forward Looking Statements

With the exception of the discussion regarding historical information,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and other discussions elsewhere in this Form 10-K contain forward
looking statements. Such statements are based on current expectations subject to
uncertainties and other factors which may involve known and unknown risks that
could cause actual results of operations to differ materially from those
projected or implied. Further, certain forward-looking statements are based upon
assumptions about future events which may not prove to be accurate.

Risks and uncertainties inherent in forward looking statements include, but are
not limited to, our future cash flows and ability to obtain sufficient
financing, level of operating expenses, conditions in the low income housing tax
credit property market and the economy in general, as well as legal proceedings.
Historical results are not necessarily indicative of the operating results for
any future period.

Subsequent written and oral forward looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by
cautionary statements in this Form 10-K and in other reports we filed with the
Securities and Exchange Commission. The following discussion should be read in
conjunction with the Consolidated Financial Statements and the Notes thereto
included elsewhere in this filing.

Financial Condition

The Partnership's assets at March 31, 2002 consisted primarily of $295,000 in
cash and aggregate investments in the forty-eight Local Limited Partnerships of
$1,817,000. Liabilities at March 31, 2002 primarily consisted of $2,122,000 of
accrued annual management fees due to the General Partner.

Results of Operations

Year Ended March 31, 2002 Compared to Year Ended March 31, 2001. The
Partnership's net loss for the year ended March 31, 2002 was $(808,000),
reflecting a decrease of $627,000 from the net loss experienced for the year
ended March 31, 2001. The decrease in net loss is primarily due to equity in
losses of Local Limited Partnerships which decreased by $586,000 to $(495,000)
for the year ended March 31, 2002 from $(1,081,000) for the year ended March 31,
2001. The decrease in equity in losses of limited partnerships is due to the
decline in the reduction of the respective net acquisition fee component of
investments in Local Limited Partnerships to zero for those Local Limited
Partnerships which would otherwise be below a zero balance. This decline was in
conjunction with an increase of the Partnership not recognizing certain losses
of the Local Limited Partnerships. The investments in such Local Limited
Partnerships had reached $0 at March 31, 2002. Since the Partnership's liability
with respect to its investments is limited, losses in excess of investment are
not recognized. In addition, as the investment in such Local Limited
Partnerships had reached $0, distributions received were recognized as
distribution income, which resulted in an increase in distribution income of
$5,000 and reporting fee income of $39,000, offset by a decrease of interest
income of $10,000.

Year Ended March 31, 2001 Compared to Year Ended March 31, 2000. The
Partnership's net loss for the year ended March 31, 2001 was $(1,435,000),
reflecting an increase of $120,000 from the net loss experienced for the year
ended March 31, 2000. The increase in net loss is primarily due to equity in
losses of Local Limited Partnerships which increased by $121,000 to $(1,081,000)
for the year ended March 31, 2001 from $(960,000) for the year ended March 31,
2000. The increase in equity in losses of limited partnerships is due to the
reduction of the respective net acquisition fee component of investments in
Local Limited Partnerships to zero for those Local Limited Partnerships which
would otherwise be below a zero balance. This increase was offset by the
Partnership not recognizing certain losses of the Local Limited Partnerships.
The investments in such Local Limited Partnerships had reached $0 at March 31,
2001. Since the Partnership's liability with respect to its investments is
limited, losses in excess of investment are not recognized. In addition, as the
investment in such Local Limited Partnerships had reached $0, distributions
received were recognized as distribution income, which resulted in an increase
in distribution income of $8,000.


15



Cash Flows

Year Ended March 31, 2002 Compared to Year Ended March 31, 2001. Net cash used
during the year ended March 31, 2002 was $(16,000), compared to net cash
decrease for the year ended March 31, 2001 of $(20,000). The change was due
primarily to an increase in reporting fees, offset by a decrease in interest and
distribution income along with an additional investment in limited partnerships.

Year Ended March 31, 2001 Compared to Year Ended March 31, 2000. Net cash used
during the year ended March 31, 2001 was $(20,000), compared to net cash
decrease for the year ended March 31, 2000 of $(5,000). The change was due
primarily to an increase in cash paid to the General Partner for annual
management fees of $20,000, offset by interest and distribution income.

During the years ended March 31, 2002, 2001 and 2000, accrued payables, which
consist primarily of related party management fees due to the General Partner,
increased by $272,000, $269,000 and $286,000, respectively. The General Partner
does not anticipate that these accrued fees will be paid in full until such time
as capital reserves are in excess of future foreseeable working capital
requirements of the Partnership.

The Partnership expects its future cash flows, together with its net available
assets at March 31, 2002, to be sufficient to meet all currently foreseeable
future cash requirements.

Impact of New Accounting Pronouncement

In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
144"), which addresses accounting and financial reporting for the impairment or
disposal of long-lived assets. SFAS 144 is effective for fiscal years beginning
after December 15, 2001, and generally, is to be applied prospectively. We have
not yet completed our evaluation of the impact of SFAS 144 on our financial
position or results of operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

NOT APPLICABLE

Item 8. Financial Statements and Supplementary Data

16




REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Partners
WNC Housing Tax Credit Fund III, L.P.

We have audited the accompanying balance sheets of WNC Housing Tax Credit Fund
III, L.P. (a California Limited Partnership) (the "Partnership") as of March 31,
2002 and 2001, and the related statements of operations, partners' equity
(deficit) and cash flows for the years ended March 31, 2002, 2001 and 2000.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. A significant portion of the financial
statements of the limited partnerships in which the Partnership is a limited
partner were audited by other auditors whose reports have been furnished to us.
As discussed in Note 2 to the financial statements, the Partnership accounts for
its investments in limited partnerships using the equity method. The portion of
the Partnership's investment in limited partnerships audited by other auditors
represented 59% and 60% of the total assets of the Partnership at March 31, 2002
and 2001, respectively. Our opinion, insofar as it relates to the amounts
included in the financial statements for the limited partnerships which were
audited by others, is based solely on the reports of the other auditors.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the reports of
the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of WNC Housing Tax Credit Fund III, L.P. (a California
Limited Partnership) as of March 31, 2002 and 2001, and the results of its
operations and its cash flows for the years ended March 31, 2002, 2001 and 2000,
in conformity with accounting principles generally accepted in the United States
of America.



/s/BDO SEIDMAN, LLP
Orange County, California
June 14, 2002

17



WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)



BALANCE SHEETS
March 31
------------------------------

2002 2001
------------- --------------


ASSETS

Cash and cash equivalents $ 294,946 $ 310,526
Investments in limited partnerships, net (Notes 2 and 3) 1,816,995 2,387,646
------------- --------------

$ 2,111,941 $ 2,698,172
============= ==============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
Payables to limited partnerships (Notes 2 and 4) $ - $ 50,818
Accrued fees and expenses due to General
Partner and affiliates (Note 3) 2,122,532 1,850,328
------------- --------------

Total liabilities 2,122,532 1,901,146
------------- --------------

Commitments and contingencies

Partners' equity (deficit):
General partner (40,627) (32,551)
Limited partners (15,000 units authorized;
15,000 units issued and outstanding) 30,036 829,577
------------- --------------

Total partners' equity (10,591) 797,026
------------- --------------

$ 2,111,941 $ 2,698,172
============= ==============


See accompanying notes to financial statement
18



WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)

STATEMENTS OF OPERATIONS




For the Years Ended March 31
--------------------------------------------
2002 2001 2000
------------ ------------ -------------


Interest income $ 8,115 $ 18,117 $ 15,793
Reporting fee income 38,691 - -
Distribution income (Note 2) 4,870 12,220 3,793
Other income - - 3,220
------------ ------------ -------------
Total income 51,676 30,337 22,806
------------ ------------ -------------
Operating expenses:
Amortization (Notes 2 and 3) 25,922 47,248 47,248
Asset management fees (Note 3) 299,028 299,028 299,027
Other 38,944 37,346 31,348
------------ ------------ -------------
Total operating expenses 363,894 383,622 377,623
------------ ------------ -------------
Loss from operations (312,218) (353,285) (354,817)

Equity in losses of limited
partnerships (Note 2) (495,399) (1,081,247) (959,660)
------------ ------------ -------------
Net loss $ (807,617) $ (1,434,532) $ (1,314,477)
============ ============ =============
Net loss allocated to:
General partner $ (8,076) $ (14,345) $ (13,145)
============ ============ =============
Limited partners $ (799,541) $ (1,420,187) $ (1,301,332)
============ ============ =============
Net loss per limited partnership unit $ (53.30) $ (94.68) $ (86.76)
============ ============ =============
Outstanding weighted limited partner
units 15,000 15,000 15,000
============ ============ =============

See accompanying notes to financial statement
19



WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

For The Years Ended March 31, 2002, 2001 and 2000




General Limited Total
Partner Partners
--------------- --------------- ---------------

Partners' equity (deficit) at March 31, 1999 $ (5,061) $ 3,551,096 $ 3,546,035

Net loss (13,145) (1,301,332) (1,314,477)
--------------- --------------- ---------------

Partners' equity (deficit) at March 31, 2000 (18,206) 2,249,764 2,231,558

Net loss (14,345) (1,420,187) (1,434,532)
--------------- --------------- ---------------

Partners' equity (deficit) at March 31, 2001 (32,551) 829,577 797,026

Net loss (8,076) (799,541) (807,617)
--------------- --------------- ---------------
Partners' equity (deficit) at March 31, 2002 $ (40,627) $ 30,036 $ (10,591)
=============== =============== ===============

See accompanying notes to financial statement
20



WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)

STATEMENTS OF CASH FLOWS



For the Years Ended
March 31
------------------------------------------------
2002 2001 2000
------------- ------------- --------------

Cash flows from operating activities:
Net loss $ (807,617) $ (1,434,532) $ (1,314,477)
Adjustments to reconcile net loss to
net cash used in operating
activities:
Amortization 25,922 47,248 47,248
Equity in losses of limited
partnerships 495,399 1,081,247 959,660
Change in accrued fees and
expenses due to General Partner
and affiliates 272,204 269,028 286,064
------------- ------------- --------------
Net cash used in operating activities (14,092) (37,009) (21,505)
------------- ------------- --------------
Cash flows from investing activities:
Investments in limited partnerships (5,000) - -
Distributions from limited
partnerships 3,512 17,149 16,145
------------- ------------- --------------
Net cash provided (used) by
investing activities (1,488) 17,149 16,145
------------- ------------- --------------
Net decrease in cash and
cash equivalents (15,580) (19,860) (5,360)

Cash and cash equivalents, beginning
of period 310,526 330,386 335,746
------------- ------------- --------------
Cash and cash equivalents, end of
period $ 294,946 $ 310,526 $ 330,386
============= ============= ==============
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Taxes paid $ 800 $ 800 $ 800
============= ============= ==============

See accompanying notes to financial statement
21



WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

For The Years Ended March 31, 2002, 2001 and 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------

Organization
- ------------

WNC Housing Tax Credit Fund III, L.P., a California Limited Partnership (the
"Partnership"), was formed on May 10, 1991 under the laws of the State of
California. The Partnership was formed to invest primarily in other limited
partnerships (the "Local Limited Partnerships") which own and operate
multi-family housing complexes (the "Housing Complex") that are eligible for low
income housing credits. The local general partners (the "Local General
Partners") of each Local Limited Partnership retain responsibility for
maintaining, operating and managing the Housing Complex.

WNC & Associates, Inc., a California corporation ("WNC"), and Wilfred N. Cooper,
Sr., are general partners of the Partnership (the "General Partners"). The
chairman and president own substantially all of the outstanding stock of WNC.

The Partnership shall continue in full force and effect until December 31, 2050
unless terminated prior to that date pursuant to the partnership agreement or
law.

The financial statements include only activity relating to the business of the
Partnership, and do not give effect to any assets that the partners may have
outside of their interests in the Partnership, or to any obligations, including
income taxes, of the partners.

The Partnership Agreement authorized the sale of up to 15,000 units at $1,000
per Unit ("Units"). The offering of Units concluded on September 30, 1993 at
which time 15,000 Units representing subscriptions in the amount of $15,000,000
had been accepted. The General Partner has a 1% interest in operating profits
and losses, taxable income and losses, cash available for distribution from the
Partnership and tax credits. The limited partners will be allocated the
remaining 99% of these items in proportion to their respective investments.

After the limited partners have received proceeds from a sale or refinancing
equal to their capital contributions and their return on investment (as defined
in the Partnership Agreement) and the General Partner has received proceeds
equal to its capital contribution and a subordinated disposition fee (as
described in Note 3) from the remainder, any additional sale or refinancing
proceeds will be distributed 90% to the limited partners (in proportion to their
respective investments) and 10% to the General Partner.



22



WNC HOUSING TAX CREDITS FUND III, L.P.
(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For the Years Ended March 31, 2002, 2001 and 2000




NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
- -------------------------------------------------------------------------------

Risks and Uncertainties
- -----------------------

The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of low-income housing and to the
management and ownership of multi-unit residential real estate. Some of these
risks are that the low income housing credit could be recaptured and that
neither the Partnership's investments nor the Housing Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes receive government financing or operating subsidies, they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes; difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests; limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations. The Housing Complexes are or will be subject
to mortgage indebtedness. If a Local Limited Partnership does not make its
mortgage payments, the lender could foreclose resulting in a loss of the Housing
Complex and low-income housing credits. As a limited partner of the Local
Limited Partnerships, the Partnership will have very limited rights with respect
to management of the Local Limited Partnerships, and will rely totally on the
Local General Partners of the Local Limited Partnerships for management of the
Local Limited Partnerships. The value of the Partnership's investments will be
subject to changes in national and local economic conditions, including
unemployment conditions, which could adversely impact vacancy levels, rental
payment defaults and operating expenses. This, in turn, could substantially
increase the risk of operating losses for the Housing Complexes and the
Partnership. In addition, each Limited Local Partnership is subject to risks
relating to environmental hazards and natural disasters, which might be
uninsurable. Because the Partnership's operations will depend on these and other
factors beyond the control of the General Partner and the Local General
Partners, there can be no assurance that the anticipated low income housing
credits will be available to Limited Partners.

In addition, Limited Partners are subject to risks in that the rules governing
the low income housing credit are complicated, and the use of credits can be
limited. The only material benefit from an investment in Units may be the low
income housing credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop. All management decisions will
be made by the General Partner.

Method of Accounting for Investments in Limited Partnerships
- ------------------------------------------------------------

The Partnership accounts for its investments in limited partnerships using the
equity method of accounting, whereby the Partnership adjusts its investment
balance for its share of the Local Limited Partnership's results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnership's are consistent with those of the Partnership. Costs incurred by
the Partnership in acquiring the investments are capitalized as part of the
investment account and are being amortized over 30 years (See Notes 2 and 3).

Losses from Local Limited Partnerships for the years ended March 31, 2002, 2001
and 2000 have been recorded by the Partnership based on nine months of reported
results provided by the Local Limited Partnerships and on three months of
results estimated by management at the Partnership. Losses from Local Limited
Partnerships allocated to the Partnership are not recognized to the extent that
the investment balance would be adjusted below zero. As soon as the investment
balance reaches zero, amortization of the related costs of acquiring the
investment are accelerated to the extent of losses available.


23


WNC HOUSING TAX CREDITS FUND III, L.P.
(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For the Years Ended March 31, 2002, 2001 and 2000



NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
- -------------------------------------------------------------------------------

Offering Expenses
- -----------------

Offering expenses consist of underwriting commissions, legal fees, printing,
filing and recordation fees, and other costs incurred with selling limited
partnership interests in the Partnership. The General Partner is obligated to
pay all offering and organization costs in excess of 15% (including sales
commissions) of the total offering proceeds. Offering expenses are reflected as
a reduction of partners' capital and amounted to $2,250,000 at the end of all
periods presented.

Use of Estimates
- ----------------

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could materially differ from those
estimates.

Cash and Cash Equivalents
- -------------------------

The Partnership considers all highly liquid investments with remaining
maturities of three months or less when purchased to be cash equivalents. As of
March 31, 2002 and 2001, the Partnership had cash equivalents of $0 and $12,288,
respectively.

Concentration of Credit Risk
- ----------------------------

At March 31, 2002, the Partnership has maintained cash balances at a certain
financial institution in excess of the maximum federally insured amounts.

Net Loss Per Limited Partner Unit
- ---------------------------------

Net loss per limited partner unit is calculated pursuant to Statement of
Financial Accounting Standards No. 128, Earnings Per Share. Net loss per unit
includes no dilution and is computed by dividing loss available to limited
partners by the weighted average number of units outstanding during the period.
Calculation of diluted net loss per unit is not required.

Reporting Comprehensive Income
- ------------------------------

The Statement of Financial Accounting Standards ("SFAS") No. 130, Reporting
Comprehensive Income established standards for the reporting and display of
comprehensive income (loss) and its components in a full set of general-purpose
financial statements. The Partnership had no items of other comprehensive income
during the years ended March 31, 2002, 2001 and 2000, as defined by SFAS No.
130.

New Accounting Pronouncement
- ----------------------------

In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
144"), which addresses accounting and financial reporting for the impairment or
disposal of long-lived assets. SFAS 144 is effective for fiscal years beginning
after December 15, 2001, and generally, is to be applied prospectively. The
Partnership has not yet completed its evaluation of the impact of SFAS 144 on
its financial position or results of operations.

24

WNC HOUSING TAX CREDITS FUND III, L.P.
(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For the Years Ended March 31, 2002, 2001 and 2000




NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS
- --------------------------------------------

For all periods presented, the Partnership has acquired limited partnership
interests in 48 Local Limited Partnerships, each of which owns one Housing
Complex consisting of an aggregate of 1,685 apartment units. The respective
general partners of the Local Limited Partnerships manage the day-to-day
operations of the entities. Significant Local Limited Partnership business
decisions require approval from the Partnership. The Partnership, as a limited
partner, is generally entitled to 99%, as specified in the Local Limited
Partnership agreements, of the operating profits and losses, taxable income and
losses and tax credits of the Local Limited Partnerships.

The Partnership's investments in Local Limited Partnerships as reflected in the
balance sheets at March 31, 2002 and 2001, are approximately $2,946,000 and
$2,178,000, respectively, greater than the Partnership's combined equity at the
preceding December 31 as shown in the Local Limited Partnerships' combined
financial statements presented below. This difference is primarily due to
unrecorded losses, as discussed below, and acquisition, selection, and other
costs related to the acquisition of the investments which have been capitalized
in the Partnership's investment account. The Partnership's investment is also
lower than the Partnership's equity as shown in the Local Limited Partnership's
combined financial statements due to the losses recorded by the Partnership for
the three month period ended March 31.

Equity in losses of the Local Limited Partnerships is recognized in the
financial statements until the related investment account is reduced to a zero
balance. Losses incurred after the investment account is reduced to zero are not
recognized. If the Local Limited Partnerships report net income in future years,
the Partnership will resume applying the equity method only after its share of
such net income equals the share of net losses not recognized during the
period(s) the equity method was suspended.

Distributions received by limited partners are accounted for as a reduction of
the investment balance. Distributions received after the investment has reached
zero are recognized as income.

At March 31, 2002 and 2001, the investment accounts in certain Local Limited
Partnerships have reached a zero balance. Consequently, a portion of the
Partnership's estimate of its share of losses for the years ended March 31,
2002, 2001 and 2000 amounting to approximately $823,000, $329,000 and $677,000,
respectively, have not been recognized. As of March 31, 2002, the aggregate
share of net losses not recognized by the Partnership amounted to $2,263,000.

Following is a summary of the equity method activity of the investments in
limited partnerships for the periods presented:



For the Years Ended
March 31
------------------------------------------------
2002 2001 2000
------------- -------------- --------------

Investments per balance sheet, beginning of period $ 2,387,646 $ 3,533,290 $ 4,556,343
Capital contributions paid 5,000 - -
Capital contributions payable to limited partnerships (50,818) - -
Equity in losses of limited partnerships (495,399) (1,081,247) (959,660)
Distributions received (3,512) (17,149) (16,145)
Amortization of paid acquisition fees and costs (25,922) (47,248) (47,248)
------------- -------------- --------------
Investments in limited partnerships, end of period $ 1,816,995 $ 2,387,646 $ 3,533,290
============= ============== ==============

25



WNC HOUSING TAX CREDITS FUND III, L.P.
(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For the Years Ended March 31, 2002, 2001 and 2000



NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
- -------------------------------------------------------

The financial information from the individual financial statements of the Local
Limited Partnerships include rental and interest subsidies. Rental subsidies are
included in total revenues and interest subsidies are generally netted against
interest expense. Approximate combined condensed financial information from the
individual financial statements of the Local Limited Partnerships as of December
31 and for the years then ended is as follows:

COMBINED CONDENSED BALANCE SHEETS


2001 2000
--------------- ---------------


ASSETS

Buildings and improvements, net of accumulated
depreciation for 2001 and 2000 of $16,668,000 and
$14,842,000, respectively $ 44,297,000 $ 45,714,000
Land 4,100,000 4,104,000
Due from related parties 3,000 35,000
Other assets 5,207,000 4,889,000
--------------- ---------------

$ 53,607,000 $ 54,742,000
=============== ===============

LIABILITIES

Mortgage loans payable $ 48,907,000 $ 48,871,000
Due to related parties 2,987,000 2,362,000
Other liabilities 905,000 1,446,000
--------------- ---------------

52,799,000 52,679,000
--------------- ---------------

PARTNERS' CAPITAL

WNC Housing Tax Credit Fund III, L.P. (1,129,000) 210,000
Other partners 1,937,000 1,853,000
--------------- ---------------

808,000 2,063,000
--------------- ---------------

$ 53,607,000 $ 54,742,000
=============== ===============

26



WNC HOUSING TAX CREDITS FUND III, L.P.
(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For the Years Ended March 31, 2002, 2001 and 2000



NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
- -------------------------------------------------------

COMBINED CONDENSED STATEMENTS OF OPERATIONS



2001 2000 1999
--------------- --------------- ---------------

Revenues $ 6,968,000 $ 6,616,000 $ 6,566,000
--------------- --------------- ---------------

Expenses:
Operating expenses 4,513,000 4,352,000 4,245,000
Interest expense 1,894,000 1,783,000 1,818,000
Depreciation and amortization 1,898,000 1,902,000 2,109,000
--------------- --------------- ---------------

Total expenses 8,305,000 8,037,000 8,172,000
--------------- --------------- ---------------

Net loss $ (1,337,000) $ (1,421,000) $ (1,606,000)
=============== =============== ===============

Net loss allocable to the Partnership $ (1,323,000) $ (1,407,000) $ (1,590,000)
=============== =============== ===============

Net loss recorded by the Partnership $ (495,000) $ (1,081,000) $ (960,000)
=============== =============== ===============


Certain Local Limited Partnerships have incurred significant operating losses
and over 45% have working capital deficiencies. In the event these Local Limited
Partnerships continue to incur significant operating losses, additional capital
contributions by the Partnership and/or the Local General Partner may be
required to sustain the operations of such Local Limited Partnerships. If
additional capital contributions are not made when they are required, the
Partnership's investment in certain of such Local Limited Partnerships could be
impaired and the loss and recapture of the related tax credits could occur.

NOTE 3 - RELATED PARTY TRANSACTIONS
- -----------------------------------

Under the terms of the Partnership Agreement, the Partnership has paid or is
obligated to the General Partner or their affiliates for the following items:

Acquisition fees not to exceed 9% of the gross proceeds from the sale
of Units as compensation for services rendered in connection with the
acquisition of Local Limited Partnerships. At the end of all periods
presented, the Partnership incurred acquisition fees of $1,350,000.
Accumulated amortization of these capitalized costs was $875,167 and
$742,886 as of March 31, 2002 and 2001, respectively. Of the
accumulated amortization recorded on the balance sheet at March 31,
2001, $391,520 of the related expense was reflected as equity in
losses of limited partnerships on the statement of operations during
the fourth quarter of the year ended March 31, 2001 to reduce the
respective net acquisition fee component of investments in local
limited partnerships to zero for those Local Limited Partnerships
which would otherwise be below a zero balance. During 2002 an
additional $106,359 was recognized under the same methodology.


27

WNC HOUSING TAX CREDITS FUND III, L.P.
(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For the Years Ended March 31, 2002, 2001 and 2000




NOTE 3 - RELATED PARTY TRANSACTIONS, continued
- ----------------------------------------------

Reimbursement of costs incurred by the General Partner or an affiliate
in connection with the acquisition of Local Limited Partnerships.
These reimbursements have not exceeded 1.6% of the gross proceeds. As
of the end of all periods presented, the Partnership incurred
acquisition costs of $67,423, which have been included in investments
in limited partnerships. Accumulated amortization was $67,423, as of
March 31, 2002 and 2001, respectively. Of the accumulated amortization
recorded on the balance sheet at March 31, 2001, $50,037 of the
related expense was reflected as equity in losses of limited
partnerships on the statement of operations during the fourth quarter
of the year ended March 31, 2001 to reduce the respective net
acquisition cost component of investments in local limited
partnerships to zero for those Local Limited Partnerships which would
otherwise be below a zero balance.

An annual asset management fee equal to 0.5% of the invested assets of
the Local Limited Partnerships, including the Partnership's allocable
share of the mortgages. Management fees of $299,028, $299,028 and
$299,027 were incurred during the years ended March 31, 2002, 2001 and
2000, respectively, of which $28,500, $30,000 and $10,000 were paid
during the years ended March 31, 2002, 2001 and 2000, respectively.

A subordinated disposition fee in an amount equal to 1% of the sales
price of real estate sold. Payment of this fee is subordinated to the
limited partners receiving a preferred return of 16% through December
31, 2002 and 6% thereafter (as defined in the Partnership Agreement)
and is payable only if the General Partner or its affiliates render
services in the sales effort.

The accrued fees and expenses due to General Partner and affiliates consist of
the following:



March 31
-----------------------------

2002 2001
------------ ------------


Advances from WNC $ 1,677 $ -
Asset management fees payable 2,120,855 1,850,328
------------ ------------

$ 2,122,532 $ 1,850,328
============ ============


The General Partner does not anticipate that these accrued fees will be paid in
full until such time as capital reserves are in excess of future foreseeable
working capital requirements of the Partnership.

NOTE 4 - PAYABLES TO LIMITED PARTNERSHIPS
- -----------------------------------------

Payables to limited partnerships represent amounts which are due at various
times based on conditions specified in the respective limited partnership
agreements. These contributions are payable in installments and are generally
due upon the limited partnerships achieving certain development and operating
benchmarks (generally within two years of the Partnership's initial investment).
Payables to limited partnerships at March 31, 2002 and 2001 amounted to $0 and
$50,818, respectively.

NOTE 5 - INCOME TAXES
- ---------------------

No provision for income taxes has been recorded in the accompanying financial
statements as any liability for income taxes is the obligation of the partners
of the Partnership.


28


WNC HOUSING TAX CREDITS FUND III, L.P.
(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For the Years Ended March 31, 2002, 2001 and 2000




NOTE 6 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
- ----------------------------------------------------



The following is a summary of the quarterly operations for the years ended March 31, 2002 and 2001:

June 30 September 30 December 31 March 31
--------------- --------------- --------------- ---------------

2002
----


Income $ 3,000 $ 20,000 $ 1,000 $ 28,000

Operating expenses (90,000) (100,000) (88,000) (86,000)

Equity in losses of limited
partnerships (122,000) (203,000) (131,000) (40,000)

Net loss (209,000) (283,000) (218,000) (98,000)

Loss available to limited partners (207,000) (280,000) (215,000) (97,000)

Loss per limited partner unit (14) (19) (15) (6)

2001
----

Income $ 12,000 $ 9,000 $ 5,000 $ 4,000

Operating expenses (92,000) (105,000) (95,000) (92,000)

Equity in losses of limited
partnerships (163,000) (140,000) (134,000) (644,000)

Net loss (243,000) (236,000) (224,000) (732,000)

Loss available to limited partners (241,000) (234,000) (222,000) (723,000)

Loss per limited partner unit (16) (16) (15) (48)



29





Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure

NOT APPLICABLE

UNIT III.

Item 10. Directors and Executive Officers of the Registrant

The Partnership has no directors or executive officers of its own. The following
biographical information is presented for the directors and executive officers
of Associates which has principal responsibility for the Partnership's affairs.

Directors and Executive Officers of WNC & Associates, Inc.

The directors of WNC & Associates, Inc. are Wilfred N. Cooper, Sr., who serves
as Chairman of the Board, David N. Shafer, Wilfred N. Cooper, Jr. and Kay L.
Cooper. The principal shareholder of WNC & Associates, Inc. is a trust
established by Wilfred N. Cooper, Sr.

Wilfred N. Cooper, Sr., age 71, is the founder, Chairman of the Board, Chief
Executive Officer and a Director of WNC & Associates, Inc., a Director of WNC
Capital Corporation, and a general partner in some of the programs previously
sponsored by the Sponsor. Mr. Cooper has been involved in real estate investment
and acquisition activities since 1968. Previously, during 1970 and 1971, he was
founder and principal of Creative Equity Development Corporation, a predecessor
of WNC & Associates, Inc., and of Creative Equity Corporation, a real estate
investment firm. For 12 years prior to that, Mr. Cooper was employed by Rockwell
International Corporation, last serving as its manager of housing and urban
developments where he had responsibility for factory-built housing evaluation
and project management in urban planning and development. Mr. Cooper is a
Director of the National Association of Home Builders (NAHB) and a National
Trustee for NAHB's Political Action Committee, a Director of the National
Housing Conference (NHC) and a member of NHC's Executive Committee and a
Director of the National Multi-Housing Council (NMHC). Mr. Cooper graduated from
Pomona College in 1956 with a Bachelor of Arts degree.

Wilfred N. Cooper, Jr., age 39, is President, Chief Operating Officer, a
Director and a member of the Acquisition Committee of WNC & Associates, Inc. He
is President of, and a registered principal with, WNC Capital Corporation, a
member firm of the NASD, and is a Director of WNC Management, Inc. He has been
involved in investment and acquisition activities with respect to real estate
since he joined the Sponsor in 1988. Prior to this, he served as Government
Affairs Assistant with Honda North America in Washington, D.C. Mr. Cooper is a
member of the Advisory Board for LIHC Monthly Report, a Director of NMHC and an
Alternate Director of NAHB. He graduated from The American University in 1985
with a Bachelor of Arts degree.

David N. Shafer, age 50, is Executive Vice President, a Director, General
Counsel, and a member of the Acquisition Committee of WNC & Associates, Inc.,
and a Director and Secretary of WNC Management, Inc. Mr. Shafer has been
involved in real estate investment and acquisition activities since 1984. Prior
to joining the Sponsor in 1990, he was practicing law with a specialty in real
estate and taxation. Mr. Shafer is a Director and President of the California
Council of Affordable Housing and a member of the State Bar of California. Mr.
Shafer graduated from the University of California at Santa Barbara in 1978 with
a Bachelor of Arts degree, from the New England School of Law in 1983 with a
Juris Doctor degree (cum laude) and from the University of San Diego in 1986
with a Master of Law degree in Taxation.

Thomas J. Riha, age 47, is Vice President - Asset Management and a member of the
Acquisition Committee of WNC & Associates, Inc. and a Director and Chief
Executive Officer of WNC Management, Inc. Mr. Riha has been involved in
acquisition and investment activities with respect to real estate since 1979.
Prior to joining the Sponsor in 1994, Mr. Riha was employed by Trust Realty
Advisor, a real estate acquisition and management company, last serving as Vice
President - Operations. Mr. Riha graduated from the California State University,
Fullerton in 1977 with a Bachelor of Arts degree (cum laude) in Business
Administration with a concentration in Accounting and is a Certified Public
Accountant and a member of the American Institute of Certified Public
Accountants.

30



Sy P. Garban, age 56, is Vice President - National Sales of WNC & Associates,
Inc. and has been employed by the Sponsor since 1989. Mr. Garban has been
involved in real estate investment activities since 1978. Prior to joining the
Sponsor he served as Executive Vice President of MRW, Inc., a real estate
development and management firm. Mr. Garban is a member of the International
Association of Financial Planners. He graduated from Michigan State University
in 1967 with a Bachelor of Science degree in Business Administration.

Michael J. Gaber, age 36, is Vice President - Acquisitions and a member of the
Acquisitions Committee of WNC & Associates, Inc. Mr. Gaber has been involved in
real estate acquisition, valuation and investment activities since 1989 and has
been employed with WNC since 1997. Prior to joining WNC & Associates, Inc., he
was involved in the valuation and classification of major assets, restructuring
of debt and analysis of real estate taxes with the H.F. Ahmanson company, parent
to Home Savings of America. Mr. Gaber graduated from the California State
University, Fullerton in 1991 with a Bachelor of Science degree in Business
Administration - Finance.

David Turek, age 47, is Vice President - Originations of WNC & Associates, Inc.
He has been involved with real estate investment and finance activities since
1976 and has been employed by WNC & Associates, Inc. since 1996. From 1995 to
1996, Mr. Turek served as a consultant for a national Tax Credit sponsor where
he was responsible for on-site feasibility studies and due diligence analyses of
Tax Credit properties. From 1990 to 1995, he was involved in the development of
conventional and tax credit multi-family housing. He is a Director with the
Texas Council for Affordable Rural Housing and graduated from Southern Methodist
University in 1976 with a Bachelor of Business Administration degree.

Kay L. Cooper, age 65, is a Director of WNC & Associates, Inc. Mrs. Cooper was
the founder and sole proprietor of Agate 108, a manufacturer and retailer of
home accessory products, from 1975 until 1998. She is the wife of Wilfred N.
Cooper, Sr., and the mother of Wilfred N. Cooper, Jr. Ms. Cooper graduated from
the University of Southern California in 1958 with a Bachelor of Science degree.

Item 11. Executive Compensation

The Partnership has no officers, employees, or directors. However, under the
terms of the Partnership Agreement the Partnership is obligated to the General
Partner or its affiliates for the following fees:

(a) Annual Asset Management Fee. An annual asset management fee in an amount
equal to 0.5% of the Invested Assets of the Partnership, as defined.
"Invested Assets" is defined as the sum of the Partnership's Investment in
Local Limited Partnership Interests and the Partnership's allocable share
of the amount of the mortgage loans on and other debts related to the
Housing Complexes owned by such Local Limited Partnerships. Fees of
$299,028, $299,028 and $299,027 were incurred during the years ended March
31, 2002, 2001 and 2000, respectively. The Partnership paid the General
Partner or its affiliates, $28,500, $30,000 and $10,000, of those fees
during the years ended March 31, 2002, 2001 and 2000, respectively.

(b) Subordinated Disposition Fee. A subordinated disposition fee in an amount
equal to 1% of the sale price received in connection with the sale or
disposition of an Housing Complex. Subordinated disposition fees will be
subordinated to the prior return of the Limited Partners' capital
contributions and payment of the Preferred Return on investment to the
Limited Partners. "Preferred Return" means an annual, cumulative but not
compounded, "return" to the Limited Partners (including Low Income Housing
Credits) as a class on their adjusted capital contributions commencing for
each Limited Partner on the last day of the calendar quarter during which
the Limited Partner's capital contribution is received by the Partnership,
calculated at the following rates: (i) 16% through December 31, 2002, and
(ii) 6% for the balance of the Partnerships term. No disposition fees have
been paid.

(c) Operating Expenses. The Partnership reimbursed the General Partner or its
affiliates for operating expenses of approximately $24,000, $23,000 and
$13,000 during the years ended March 31, 2002, 2001 and 2000, respectively.

(d) Interest in Partnership. The General Partner receives 1% of the
Partnership's allocated Low Income Housing Credits, which approximated
$24,000 for the General Partner for each of the years ended December 31,
2001, 2000 and 1999, respectively. The General Partner is also entitled to
receive 1% of cash distributions. There were no distributions of cash to
the General Partner during the years ended March 31, 2002, 2001 and 2000.

31


Item 12. Security Ownership of Certain Beneficial Owners and Management

(a) Security Ownership of Certain Beneficial Owners
-----------------------------------------------

No person is known to own beneficially in excess of 5% of the outstanding
Units.

(b) Security Ownership of Management
--------------------------------

Neither the General Partner, its affiliates, nor any of the officers or
directors of the General Partner or its affiliates own directly or
beneficially any Units in the Partnership.

(c) Changes in Control
------------------

The management and control of the General Partner may be changed at any
time in accordance with their respective organizational documents, without
the consent or approval of the Limited Partners. In addition, the
Partnership Agreement provides for the admission of one or more additional
and successor General Partners in certain circumstances.

First, with the consent of any other General Partners and a
majority-in-interest of the Limited Partners, any General Partner may
designate one or more persons to be successor or additional General
Partners. In addition, any General Partner may, without the consent of any
other General Partner or the Limited Partners, (I) substitute in its stead
as General Partner any entity which has, by merger, consolidation or
otherwise, acquired substantially all of its assets, stock or other
evidence of equity interest and continued its business, or (ii) cause to be
admitted to the Partnership an additional General Partner or Partners if it
deems such admission to be necessary or desirable so that the Partnership
will be classified a partnership for Federal income tax purposes. Finally,
a majority-in-interest of the Limited Partners may at anytime remove the
General Partner of the Partnership and elect a successor General Partner.

Item 13. Certain Relationships and Related Transactions

The General Partner manages all of the Partnership's affairs. The transactions
with the General Partner are primarily in the form of fees paid by the
Partnership for services rendered to the Partnership and the General Partner's
interest in the Partnership, as discussed in Item 11 and in the notes to the
Partnership's financial statements.


32



UNIT IV.

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

Financial Statements
- --------------------

(a)(1) Financial statements included in Part II hereof:
-----------------------------------------------

Report of Independent Certified Public Accountants
Balance Sheets, March 31, 2002 and 2001
Statements of Operations for the years ended March 31, 2002, 2001 and
2000
Statements of Partners' Equity (Deficit) for the years ended March 31,
2002, 2001 and 2000
Statements of Cash Flows for the years ended March 31, 2002, 2001 and
2000
Notes to Financial Statements

(a)(2) Financial statement schedules included in Part IV hereof:
--------------------------------------------------------

Report of Independent Certified Public Accountants on Financial
Statement Schedules
Schedule III - Real Estate Owned by Local Limited
Partnerships

(b) Reports on Form 8-K.
-------------------

None

(c) Exhibits.
--------

3.1 Articles of incorporation and by-laws: The registrant is not
incorporated. The Partnership Agreement dated May 10, 1991 is included
as Exhibit B to the Prospectus dated January 2, 1992, filed as Exhibit
28.1 to Form 10 K for the year ended December 31, 1994.

10.1 Second Amended and Restated Agreement and Certificate of Limited
Partnership of Tanglewood Limited Partnership (7) filed as exhibit
10.11 to Post-Effective Amendment No. 9 dated March 31, 1993 is hereby
incorporated herein by reference as exhibit 10.1.

10.2 Amended and Restated Agreement of Limited Partnership of Windemere
Associates Limited Partnership filed as exhibit 10.12 to Post-Effective
Amendment No. 9 dated March 31, 1993 is hereby incorporated herein by
reference as exhibit 10.2.

10.3 Amended and Restated Agreement of Limited Partnership of Woodland
Apartments, L.P. filed as exhibit 10.13 to Post-Effective Amendment No.
9 dated March 31, 1993 is hereby incorporated herein by reference as
exhibit 10.3.

10.4 Amended and Restated Agreement of Limited Partnership of Meadow Run
Associates Limited Partnership filed as exhibit 10.14 to Post-Effective
Amendment No. 9 dated March 31, 1993 is hereby incorporated herein by
reference as exhibit 10.4.

10.5 Amended and Restated Agreement of Limited Partnership of Candleridge
Apartments of Bondurant L.P. filed as exhibit 10.15 to Post-Effective
Amendment No. 9 dated March 31, 1993 is hereby incorporated herein by
reference as exhibit 10.5.

10.6 Amended and Restated Agreement of Limited Partnership of Candleridge
Apartments of Waukee L.P. filed as exhibit 10.16 to Post-Effective
Amendment No. 9 dated March 31, 1993 is hereby incorporated herein by
reference as exhibit 10.6.

33



10.7 Amended and Restated Agreement and Certification of Limited Partnership
of Fairview Village V, Limited Partnership filed as exhibit 10.17 to
Post-Effective Amendment No. 9 dated March 31, 1993 is hereby
incorporated herein by reference as exhibit 10.7.

10.8 Woodview Limited Partnership Amended and Restated Limited Partnership
Agreement filed as exhibit 10.18 to Post-Effective Amendment No. 9
dated March 31, 1993 is hereby incorporated herein by reference as
exhibit 10.8.

10.9 Amended and Restated Agreement of Limited Partnership of Coffeeville
Housing, Ltd. filed as exhibit 10.19 to Post-Effective Amendment No. 9
dated March 31, 1993 is hereby incorporated herein by reference as
exhibit 10.9.

10.10 Amended and Restated Agreement of Limited Partnership of Crockett Manor
Senior Citizens Complex, Ltd. filed as exhibit 10.20 to Post-Effective
Amendment No. 9 dated March 31, 1993 is hereby incorporated herein by
reference as exhibit 10.10.

10.11 Amended and Restated Agreement and Certificate of Limited Partnership
of Delta Manor, L.P. filed as exhibit 10.21 to Post-Effective Amendment
No. 9 dated March 31, 1993 is hereby incorporated herein by reference
as exhibit 10.11.

10.12 Amended and Restated Agreement and Certificate of Limited Partnership
of Eupora Apartments, L.P. filed as exhibit 10.22 to Post-Effective
Amendment No. 9 dated March 31, 1993 is hereby incorporated herein by
reference as exhibit 10.12.

10.13 Amended and Restated Agreement of Limited Partnership of Levelland
Manor, L.P. filed as exhibit 10.23 to Post-Effective Amendment No. 9
dated March 31, 1993 is hereby incorporated herein by reference as
exhibit 10.13.

10.14 Third Amendment to the Partnership Agreement of Parks I Limited
Partnership filed as exhibit 10.24 to Post-Effective Amendment No. 9
dated March 31, 1993 is hereby incorporated herein by reference as
exhibit 10.14.

10.15 Second Amendment Village Lane Properties Certificate and Agreement of
Limited Partnership filed as exhibit 10.25 to Post-Effective Amendment
No. 9 dated March 31, 1993 is hereby incorporated herein by reference
as exhibit 10.15.

10.16 Amended and Restated Agreement of Limited Partnership of Gulf Coast
Apartments, L.P. filed as exhibit 10.1 to Form 8-K/A Current Report
Amendment No. 1 dated June 23, 1993 is hereby incorporated herein by
reference as exhibit 10.16.

10.17 Amended and Restated Agreement of Limited Partnership of Gulf Coast
Apartments of Long Beach, L.P. filed as exhibit 10.2 to Form 8-K/A
Current Report Amendment No. 1 dated June 23, 1993 is hereby
incorporated herein by reference as exhibit 10.17.

10.18 Amended and Restated Agreement of Limited Partnership of HOI Limited
Partnership of Benson filed as exhibit 10.3 to Form 8-K/A Current
Report Amendment No. 1 dated June 23, 1993 is hereby incorporated
herein by reference as exhibit 10.18.

10.19 Amended and Restated Agreement of Limited Partnership of HOI Limited
Partnership of Dallas filed as exhibit 10.4 to Form 8-K/A Current
Report Amendment No. 1 dated June 23, 1993 is hereby incorporated
herein by reference as exhibit 10.19.

10.20 Amended and Restated Agreement of Limited Partnership of HOI Limited
Partnership of Dunn filed as exhibit 10.5 to Form 8-K/A Current Report
Amendment No. 1 dated June 23, 1993 is hereby incorporated herein by
reference as exhibit 10.20.

34


10.21 Amended and Restated Agreement of Limited Partnership of HOI Limited
Partnership of Kings Mountain filed as exhibit 10.6 to Form 8-K/A
Current Report Amendment No. 1 dated June 23, 1993 is hereby
incorporated herein by reference as exhibit 10.21.

10.22 Amended and Restated Agreement of Limited Partnership of HOI Limited
Partnership of Lee filed as exhibit 10.7 to Form 8-K/A Current Report
Amendment No. 1 dated June 23, 1993 is hereby incorporated herein by
reference as exhibit 10.22.

10.23 Amended and Restated Agreement of Limited Partnership of HOI Limited
Partnership of Sanford filed as exhibit 10.8 to Form 8-K/A Current
Report Amendment No. 1 dated June 23, 1993 is hereby incorporated
herein by reference as exhibit 10.23.

10.24 Amended and Restated Agreement of Limited Partnership of HOI Limited
Partnership of Selma filed as exhibit 10.9 to Form 8-K/A Current Report
Amendment No. 1 dated June 23, 1993 is hereby incorporated herein by
reference as exhibit 10.24.

10.25 Amended and Restated Agreement of Limited Partnership of Logan Park
Associates Limited Partnership filed as exhibit 10.10 to Form 8-K/A
Current Report Amendment 10.25.

10.26 Agreement of Limited Partnership of Oakdale Senior Housing Limited
Partnership filed as exhibit 10.11 to Form 8-K/A Current Report
Amendment No. 1 dated June 23, 1993 is hereby incorporated herein by
reference as exhibit 10.26.

10.27 Amended and Restated Agreement of Limited Partnership of Clinton
Terrace Apartments, Ltd. filed as exhibit 10.12 to Form 8-K/A Current
Report Amendment No. 2 dated June 23, 1993 is hereby incorporated
herein by reference as exhibit 10.27.

10.28 Amended and Restated Agreement and Certification of Limited Partnership
of Wilcam Housing, Ltd. filed as exhibit 10.38 to Post-Effective
Amendment No. 13 dated October 22, 1993 is hereby incorporated herein
by reference as exhibit 10.28.

10.29 Amended and Restated Agreement and Certificate of Limited Partnership
of Cherokee Housing, Ltd. filed as exhibit 10.39 to Post-Effective
Amendment No. 13 dated October 22, 1993 is hereby incorporated herein
by reference as exhibit 10.29.

10.30 Amended and Restated Agreement of Limited Partnership of Beaumont
Elderly Housing, L.P. filed as exhibit 10.1 to Form 8-K dated January
4, 1994 is hereby incorporated herein by reference as exhibit 10.30.

10.31 Amended and Restated Agreement of Limited Partnership of Lake Ridge
Apartments, Ltd. filed as exhibit 10.2 to Form 8-K dated January 4,
1994 is hereby incorporated herein by reference as exhibit 10.31.

10.32 Amended and Restated Agreement of Limited Partnership of Orange Beach
Housing, Ltd. filed as exhibit 10. 3 to Form 8-K dated January 4, 1994
is hereby incorporated herein by reference as exhibit 10.32.

10.33 Amended and Restated Agreement of Limited Partnership of Cambridge
Court Associates Limited Partnership filed as exhibit 10.3 to Form 10-K
dated December 31, 1992 is hereby incorporated herein by reference as
exhibit 10.33.

10.34 Amended and Restated Agreement of Limited Partnership of Chester
Associates I, A Limited Partnership filed as exhibit 10.4 to form 10-K
dated December 31, 1992 is hereby incorporated herein by reference as
exhibit 10.34.

10.35 Amended and Restated Agreement of Limited Partnership of Red Bud
Associates I, A Limited Partnership filed as exhibit 10.5 to form 10-K
dated December 31, 1992 is hereby incorporated herein by reference as
exhibit 10.35.

35



10.36 Amended and Restated Agreement of Limited Partnership of Post Manor,
L.P. filed as exhibit 10.6 to form 10-K dated December 31, 1992 is
hereby incorporated herein by reference as exhibit 10.36.

10.37 Amended and Restated Agreement of Limited Partnership of Steeleville
Associates I, Al imited Partnership filed as exhibit 10.7 to form 10-K
dated December 31, 1992 is hereby incorporated herein by reference as
exhibit 10.37.

10.38 Amended and Restated Agreement of Limited Partnership of Wills Point
Manor, L.P. filed as exhibit 10.8 to form 10-K dated December 31, 1992
is hereby incorporated herein by reference as exhibit 10.38.

10.39 Amended and Restated Agreement of Limited Partnership of Killbuck
Limited Partnership filed as exhibit 10.9 to form 10-K dated December
31, 1992 is hereby incorporated herein by reference as exhibit 10.39.

10.40 Amended and Restated Agreement of Limited Partnership of Coosa Co.
Housing, Ltd. filed as exhibit 10.10 to form 10-K dated December 31,
1992 is hereby incorporated herein by reference as exhibit 10.40.

10.41 Amended and Restated Agreement of Limited Partnership of Ft. Deposit
Housing, Ltd. Filed as exhibit 10.11 to form 10-K dated December 31,
1992 is hereby incorporated herein by reference as exhibit 10.41.

21.1 Financial Statements of Whitted Forest Limited Partnership, as of and
for the years ended December 31, 2001 and 2000 together with
Independent Auditors Report thereon; a significant subsidiary of the
Partnership.

(d) Financial statement schedules follow, as set forth in subsection (a)(2)
------------------------------------
hereof.

36



Report of Independent Certified Public Accountants on Financial Statement
Schedules



To the Partners
WNC Housing Tax Credit Fund III, L.P.


The audits referred to in our report dated June 14, 2002, relating to the 2002,
2001 and 2000 financial statements of WNC Housing Tax Credit Fund III, L.P. (the
"Partnership"), which are contained in Item 8 of this Form 10-K, included the
audit of the accompanying financial statement schedules. The financial statement
schedules are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statement schedules
based upon our audits.

In our opinion, such financial statement schedules present fairly, in all
material respects, the financial information set forth therein.




/s/BDO SEIDMAN, LLP
Orange County, California
June 14, 2002

37



WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002



-------------------------------------- --------------------------------------------------
As of March 31, 2002 As of December 31, 2001
-------------------------------------- --------------------------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Beaumont Elderly Beaumont,
Housing, L.P. Mississippi $ 229,000 $ 229,000 $925,000 $ 1,291,000 $ 219,000 $ 1,072,000

Brownfield Seniors Brownfield,
Community, Ltd. Texas 147,000 147,000 685,000 840,000 155,000 685,000

Buffalo Apartments, Buffalo,
Ltd. Texas 91,000 91,000 408,000 589,000 116,000 473,000

Cambridge Court Associates Grottoes,
Limited Partnership Virginia 254,000 254,000 1,317,000 1,653,000 394,000 1,259,000

Candleridge Apartments of Bondurant,
Bondurant L.P. Iowa 99,000 99,000 594,000 787,000 244,000 543,000

Candleridge Apartments Waukee,
of Waukee L.P. Iowa 101,000 101,000 648,000 821,000 231,000 590,000

Carlinville Carlinville,
Associates I, L.P. Illinois 105,000 105,000 499,000 537,000 129,000 408,000

Cherokee Housing, Cedar Bluff,
Ltd. Alabama 110,000 110,000 618,000 738,000 187,000 551,000

Chester Associates
I, a Limited Chester,
Partnership Illinois 159,000 159,000 688,000 1,005,000 323,000 682,000

Clinton Terrace Albany,
Apartments, Ltd. Kentucky 138,000 138,000 764,000 930,000 251,000 679,000

Coffeeville Coffeeville,
Housing, Ltd. Alabama 103,000 103,000 541,000 663,000 180,000 483,000

Coosa County Rockford,
Housing, Ltd. Alabama 103,000 103,000 557,000 688,000 184,000 504,000


38



WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002


-------------------------------------- --------------------------------------------------
As of March 31, 2002 As of December 31, 2001
-------------------------------------- --------------------------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Crockett Manor, Crockett,
Ltd. Texas 184,000 184,000 887,000 1,162,000 245,000 917,000

Crockett Manor
Senior Citizens Crockett,
Complex, Ltd. Texas 203,000 203,000 1,016,000 1,323,000 234,000 1,089,000

Delta Manor, Techula,
L.P. Mississippi 227,000 227,000 1,229,000 1,553,000 528,000 1,025,000

Eupora Apartments, Eupora,
L.P. Mississippi 138,000 138,000 1,198,000 1,422,000 336,000 1,086,000

Fairview Village V, Carroll,
Limited Partnership Iowa 119,000 119,000 588,000 783,000 208,000 575,000

Fox Lake Manor Limited Fox Lake,
Partnership Wisconsin 84,000 84,000 371,000 480,000 153,000 327,000


Ft. Deposit Fort Deposit,
Housing, Ltd. Alabama 127,000 127,000 700,000 865,000 233,000 632,000

Gulf Coast Gulfport,
Apartments, L.P. Mississippi 320,000 320,000 1,421,000 1,862,000 621,000 1,241,000

Gulf Coast Apartments Long Beach,
of Long Beach, L.P. Mississippi 315,000 315,000 1,435,000 1,881,000 618,000 1,263,000

Heritage Colonial Blackshear,
Homes, L.P. Georgia 115,000 115,000 523,000 752,000 168,000 584,000

HOI Limited Partnership Benson, North
of Benson Carolina 269,000 269,000 1,182,000 1,690,000 416,000 1,274,000

HOI Limited Partnership Dallas, North
of Dallas Carolina 366,000 366,000 1,692,000 2,270,000 609,000 1,661,000


39



WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002


-------------------------------------- --------------------------------------------------
As of March 31, 2002 As of December 31, 2001
-------------------------------------- --------------------------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

HOI Limited Partnership Dunn, North
of Dunn Carolina 170,000 170,000 815,000 1,090,000 297,000 793,000

HOI Limited Partnership Kings Mountain,
of Kings Mt. North Carolina 262,000 262,000 1,222,000 1,638,000 428,000 1,210,000

HOI Limited Partnership Sanford, North
of Lee Carolina 419,000 419,000 1,968,000 2,642,000 642,000 2,000,000

HOI Limited Partnership Sanford, North
of Sanford Carolina 277,000 277,000 1,233,000 1,740,000 426,000 1,314,000

HOI Limited Partnership Selma, North
of Selma Carolina 271,000 271,000 1,192,000 1,756,000 462,000 1,294,000

Killbuck Limited Killbuck,
Partnership Ohio 151,000 151,000 746,000 936,000 317,000 619,000

Lake Ridge Tiptonville,
Apartments, L.P. Tennessee 317,000 317,000 1,455,000 1,835,000 545,000 1,290,000

Levelland Levelland,
Manor, L.P. Texas 175,000 175,000 901,000 1,125,000 242,000 883,000

Logan Park Associates Caldwell,
Limited Partnership Idaho 571,000 571,000 2,267,000 3,022,000 851,000 2,171,000

Meadow Run Associates Gordonsville,
Limited Partnership Virginia 302,000 302,000 1,486,000 1,856,000 374,000 1,482,000

Oakdale Senior Housing Oakdale,
Limited Partnership California 919,000 919,000 2,951,000 4,669,000 1,204,000 3,465,000

40


WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002


-------------------------------------- --------------------------------------------------
As of March 31, 2002 As of December 31, 2001
-------------------------------------- --------------------------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Orange Beach Orange Beach,
Housing, Ltd. Alabama 208,000 208,000 1,085,000 1,359,000 285,000 1,074,000

Parks I Limited Chatham,
Partnership Virginia 253,000 253,000 1,237,000 1,586,000 399,000 1,187,000

Post Manor, L.P. Post, Texas 122,000 122,000 629,000 734,000 156,000 578,000

Red Bud Associates I, a Red Bud,
Limited Partnership Illinois 135,000 135,000 597,000 931,000 278,000 653,000

Steeleville Associates I, a Steeleville,
Limited Partnership Illinois 110,000 110,000 536,000 732,000 228,000 504,000

Tanglewood Limited Frankfurt,
Partnership Ohio 212,000 212,000 1,061,000 1,326,000 452,000 874,000

Village Lane Properties, a Farmington,
Limited Partnership Arkansas 168,000 168,000 883,000 984,000 319,000 665,000

Whitted Forest Hillsborough,
Limited North
Partnership Carolina 685,000 685,000 993,000 2,028,000 343,000 1,685,000

Wilcam Housing, Camden,
Ltd. Alabama 106,000 106,000 619,000 761,000 184,000 577,000

Wills Point Wills Point,
Manor, L.P. Texas 124,000 124,000 626,000 766,000 166,000 600,000

Windmere Associates Lexington,
Limited Partnership Virginia 291,000 291,000 1,480,000 1,838,000 354,000 1,484,000

Woodlands Mount Pleasant,
Apartments, L.P. Texas 239,000 239,000 1,248,000 1,530,000 329,000 1,201,000

41


WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002


-------------------------------------- --------------------------------------------------
As of March 31, 2002 As of December 31, 2001
-------------------------------------- --------------------------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Chillicothe,
Woodview Illinois and
Limited Glassford,
Partnership Illinois 269,000 269,000 1,191,000 1,596,000 405,000 1,191,000
-------------- ----------- ----------- ------------ ----------- -----------
$ 10,862,000 $10,862,000 $48,907,000 $ 65,065,000 $16,668,000 $48,397,000
============== =========== =========== ============ =========== ===========


42




WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002



------------------------------------------------------------------------------
For the year ended December 31, 2001
------------------------------------------------------------------------------
Partnership Name Rental Net Year Investment Estimated Useful
Income Income/(loss) Acquired Status Life (Years)
- --------------------------------------------------------------------------------------------------------------------

Beaumont Elderly Housing, L.P. $ 103,000 $ (14,000) 1995 Completed 45

Brownfield Seniors Community, Ltd.
88,000 (24,000) 1994 Completed 40

Buffalo Apartments, Ltd. 88,000 (14,000) 1995 Completed 35

Cambridge Court Associates Limited
Partnership 140,000 (45,000) 1992 Completed 35

Candleridge Apartments of Bondurant
L.P. 123,000 (14,000) 1992 Completed 27.5

Candleridge Apartments of Waukee L.P.
134,000 (3,000) 1992 Completed 27.5

Carlinville Associates I, L.P. 80,000 (9,000) 1994 Completed 30

Cherokee Housing, Ltd. 71,000 (6,000) 1993 Completed 40

Chester Associates I, a Limited
Partnership 123,000 (25,000) 1992 Completed 27.5

Clinton Terrace Apartments, Ltd. 76,000 (14,000) 1993 Completed 40

Coffeeville Housing, Ltd. 51,000 (19,000) 1993 Completed 40

Coosa County Housing, Ltd. 62,000 (6,000) 1992 Completed 40

Crockett Manor, Ltd. 146,000 (11,000) 1994 Completed 40

Crockett Manor Senior Citizens
Complex, Ltd. 125,000 4,000 1993 Completed 50

Delta Manor, L.P. 154,000 (33,000) 1993 Completed 27.5

Eupora Apartments, L.P. 121,000 (9,000) 1992 Completed 40

Fairview Village V, Limited
Partnership 71,000 (14,000) 1992 Completed 40

Fox Lake Manor Limited Partnership
29,000 (21,000) 1994 Completed 27.5

Ft. Deposit Housing, Ltd. 85,000 (9,000) 1992 Completed 40

Gulf Coast Apartments, L.P. 199,000 (33,000) 1993 Completed 30


43


WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002



------------------------------------------------------------------------------
For the year ended December 31, 2001
------------------------------------------------------------------------------
Partnership Name Rental Net Year Investment Estimated Useful
Income Income/(loss) Acquired Status Life (Years)
- --------------------------------------------------------------------------------------------------------------------



Gulf Coast Apartments of Long Beach,
L.P. 226,000 (27,000) 1993 Completed 30

Heritage Colonial Homes, L.P. 70,000 (15,000) 1994 Completed 40

HOI Limited Partnership of Benson 197,000 (18,000) 1993 Completed 40

HOI Limited Partnership of Dallas 233,000 (56,000) 1993 Completed 40

HOI Limited Partnership of Dunn 116,000 (28,000) 1993 Completed 40

HOI Limited Partnership of Kings Mt.
162,000 (23,000) 1993 Completed 40

HOI Limited Partnership of Lee 296,000 (48,000) 1993 Completed 40

HOI Limited Partnership of Sanford 208,000 (87,000) 1993 Completed 40

HOI Limited Partnership of Selma 221,000 (34,000) 1993 Completed 40

Killbuck Limited Partnership 82,000 (22,000) 1992 Completed 27.5

Lake Ridge Apartments, L.P. 146,000 (53,000) 1994 Completed 50

Levelland Manor, L.P. 122,000 (14,000) 1993 Completed 40

Logan Park Associates Limited
Partnership 420,000 (31,000) 1993 Completed 27.5

Meadow Run Associates Limited
Partnership 163,000 (33,000) 1992 Completed 35

Oakdale Senior Housing Limited
Partnership 340,000 (222,000) 1993 Completed 30

Orange Beach Housing, Ltd. 110,000 (31,000) 1994 Completed 40

Parks I Limited Partnership 208,000 (34,000) 1993 Completed 40

Post Manor, L.P. 77,000 (19,000) 1992 Completed 40

Red Bud Associates I, a Limited
Partnership 90,000 (27,000) 1992 Completed 27.5

Steeleville Associates I, a Limited
Partnership 86,000 (15,000) 1992 Completed 27.5

Tanglewood Limited Partnership 114,000 (21,000) 1992 Completed 27.5

44



WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002


------------------------------------------------------------------------------
For the year ended December 31, 2001
------------------------------------------------------------------------------
Partnership Name Rental Net Year Investment Estimated Useful
Income Income/(loss) Acquired Status Life (Years)
- --------------------------------------------------------------------------------------------------------------------

Village Lane Properties, a Limited
Partnership 173,000 (23,000) 1993 Completed 25

Whitted Forest Limited Partnership 189,000 (25,000) 1993 Completed 40

Wilcam Housing, Ltd. 66,000 (21,000) 1993 Completed 40

Wills Point Manor, L.P. 83,000 (11,000) 1992 Completed 40

Windmere Associates Limited
Partnership 172,000 (32,000) 1992 Completed 35

Woodlands Apartments, L.P. 162,000 (29,000) 1992 Completed 40

Woodview Limited Partnership 1992 Completed 40
155,000 (19,000)
------------ ------------
$ 6,756,000 $(1,337,000)
============ ============


45



WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001



-------------------------------------- --------------------------------------------------
As of March 31, 2001 As of December 31, 2000
-------------------------------------- --------------------------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Beaumont Elderly Beaumont,
Housing, L.P. Mississippi $ 229,000 $ 229,000 $927,000 $ 1,288,000 $ 187,000 $ 1,101,000

Brownfield Seniors Brownfield,
Community, Ltd. Texas 147,000 147,000 687,000 838,000 135,000 703,000

Buffalo Apartments, Buffalo,
Ltd. Texas 91,000 91,000 412,000 558,000 99,000 459,000

Cambridge Court Associates Grottoes,
Limited Partnership Virginia 254,000 254,000 1,323,000 1,652,000 347,000 1,305,000

Candleridge Apartments of Bondurant,
Bondurant L.P. Iowa 99,000 99,000 598,000 780,000 213,000 567,000

Candleridge Apartments Waukee,
of Waukee L.P. Iowa 101,000 101,000 652,000 813,000 202,000 611,000

Carlinville Carlinville,
Associates I, L.P. Illinois 105,000 105,000 501,000 537,000 115,000 422,000

Cherokee Housing, Cedar Bluff,
Ltd. Alabama 110,000 110,000 620,000 738,000 168,000 570,000

Chester Associates
I, a Limited Chester,
Partnership Illinois 159,000 159,000 691,000 1,000,000 289,000 711,000

Clinton Terrace Albany,
Apartments, Ltd. Kentucky 138,000 138,000 767,000 930,000 229,000 701,000

Coffeeville Coffeeville,
Housing, Ltd. Alabama 103,000 103,000 543,000 660,000 160,000 500,000

Coosa County Rockford,
Housing, Ltd. Alabama 103,000 103,000 560,000 688,000 167,000 521,000


46



WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001


-------------------------------------- --------------------------------------------------
As of March 31, 2001 As of December 31, 2000
-------------------------------------- --------------------------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Crockett Manor, Crockett,
Ltd. Texas 184,000 184,000 893,000 1,159,000 216,000 943,000

Crockett Manor
Senior Citizens Crockett,
Complex, Ltd. Texas 203,000 203,000 1,020,000 1,313,000 207,000 1,106,000

Delta Manor, Techula,
L.P. Mississippi 227,000 227,000 1,232,000 1,549,000 473,000 1,076,000

Eupora Apartments, Eupora,
L.P. Mississippi 138,000 138,000 1,202,000 1,422,000 302,000 1,120,000

Fairview Village V, Carroll,
Limited Partnership Iowa 119,000 119,000 591,000 776,000 184,000 592,000

Fox Lake Manor Limited Fox Lake,
Partnership Wisconsin 84,000 84,000 373,000 480,000 136,000 344,000


Ft. Deposit Fort Deposit,
Housing, Ltd. Alabama 127,000 127,000 702,000 864,000 209,000 655,000

Gulf Coast Gulfport,
Apartments, L.P. Mississippi 320,000 320,000 1,432,000 1,848,000 556,000 1,292,000

Gulf Coast Apartments Long Beach,
of Long Beach, L.P. Mississippi 315,000 315,000 1,445,000 1,871,000 550,000 1,321,000

Heritage Colonial Blackshear,
Homes, L.P. Georgia 125,000 115,000 525,000 752,000 149,000 603,000

HOI Limited Partnership Benson, North
of Benson Carolina 269,000 269,000 1,200,000 1,689,000 369,000 1,320,000

HOI Limited Partnership Dallas, North
of Dallas Carolina 366,000 366,000 1,702,000 2,270,000 542,000 1,728,000


47



WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001


-------------------------------------- --------------------------------------------------
As of March 31, 2001 As of December 31, 2000
-------------------------------------- --------------------------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

HOI Limited Partnership Dunn, North
of Dunn Carolina 170,000 170,000 820,000 1,090,000 262,000 828,000

HOI Limited Partnership Kings Mountain,
of Kings Mt. North Carolina 262,000 262,000 1,230,000 1,637,000 380,000 1,257,000

HOI Limited Partnership Sanford, North
of Lee Carolina 419,000 419,000 1,982,000 2,640,000 570,000 2,070,000

HOI Limited Partnership Sanford, North
of Sanford Carolina 277,000 277,000 1,251,000 1,740,000 378,000 1,362,000

HOI Limited Partnership Selma, North
of Selma Carolina 271,000 271,000 1,213,000 1,756,000 409,000 1,347,000

Killbuck Limited Killbuck,
Partnership Ohio 151,000 151,000 432,000 671,000 343,000 328,000

Lake Ridge Tiptonville,
Apartments, L.P. Tennessee 317,000 317,000 1,460,000 1,835,000 484,000 1,351,000

Levelland Levelland,
Manor, L.P. Texas 175,000 175,000 904,000 1,125,000 213,000 912,000

Logan Park Associates Caldwell,
Limited Partnership Idaho 571,000 571,000 2,274,000 3,022,000 784,000 2,238,000

Meadow Run Associates Gordonsville,
Limited Partnership Virginia 302,000 302,000 1,490,000 1,856,000 323,000 1,533,000

Oakdale Senior Housing Oakdale,
Limited Partnership California 919,000 919,000 2,999,000 4,671,000 1,060,000 3,611,000

48


WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001


-------------------------------------- --------------------------------------------------
As of March 31, 2001 As of December 31, 2000
-------------------------------------- --------------------------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Orange Beach Orange Beach,
Housing, Ltd. Alabama 229,000 208,000 1,089,000 1,357,000 245,000 1,112,000

Parks I Limited Chatham,
Partnership Virginia 253,000 253,000 1,242,000 1,583,000 359,000 1,224,000

Post Manor, L.P. Post, Texas 117,000 117,000 601,000 734,000 138,000 596,000

Red Bud Associates I, a Red Bud,
Limited Partnership Illinois 135,000 135,000 599,000 931,000 246,000 685,000

Steeleville Associates I, a Steeleville,
Limited Partnership Illinois 110,000 110,000 538,000 727,000 203,000 524,000

Tanglewood Limited Frankfurt,
Partnership Ohio 212,000 212,000 1,065,000 1,322,000 406,000 916,000

Village Lane Properties, a Farmington,
Limited Partnership Arkansas 168,000 168,000 886,000 984,000 285,000 699,000

Whitted Forest Hillsborough,
Limited North
Partnership Carolina 685,000 685,000 1,018,000 2,028,000 293,000 1,735,000


Wilcam Housing, Camden,
Ltd. Alabama 126,000 106,000 621,000 760,000 161,000 599,000

Wills Point Wills Point,
Manor, L.P. Texas 124,000 124,000 628,000 766,000 147,000 619,000

Windmere Associates Lexington,
Limited Partnership Virginia 291,000 291,000 1,483,000 1,839,000 305,000 1,534,000

Woodlands Mount Pleasant,
Apartments, L.P. Texas 239,000 239,000 1,252,000 1,530,000 291,000 1,239,000

49


WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001


-------------------------------------- --------------------------------------------------
As of March 31, 2001 As of December 31, 2000
-------------------------------------- --------------------------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Chillicothe,
Woodview Illinois and
Limited Glassford,
Partnership Illinois 269,000 269,000 1,194,000 1,581,000 353,000 1,228,000
-------------- ----------- ----------- ------------ ----------- -----------
$ 10,908,000 $10,857,000 $48,871,000 $ 64,660,000 $14,842,000 $49,818,000
============== =========== =========== ============ =========== ===========


50




WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001



------------------------------------------------------------------------------
For the year ended December 31, 2000
------------------------------------------------------------------------------
Partnership Name Rental Net Year Investment Estimated Useful
Income Income/(loss) Acquired Status Life (Years)
- --------------------------------------------------------------------------------------------------------------------

Beaumont Elderly Housing, L.P. $ 97,000 $ (26,000) 1995 Completed 45

Brownfield Seniors Community, Ltd.
85,000 (9,000) 1994 Completed 40

Buffalo Apartments, Ltd. 92,000 12,000 1995 Completed 35

Cambridge Court Associates Limited
Partnership 135,000 (25,000) 1992 Completed 35

Candleridge Apartments of Bondurant
L.P. 126,000 (2,000) 1992 Completed 27.5

Candleridge Apartments of Waukee L.P. 135,000 (3,000) 1992 Completed 27.5

Carlinville Associates I, L.P. 86,000 (8,000) 1994 Completed 30

Cherokee Housing, Ltd. 69,000 (10,000) 1993 Completed 40

Chester Associates I, a Limited
Partnership 63,000 (39,000) 1992 Completed 27.5

Clinton Terrace Apartments, Ltd. 80,000 (5,000) 1993 Completed 40

Coffeeville Housing, Ltd. 57,000 (12,000) 1993 Completed 40

Coosa County Housing, Ltd. 60,000 (8,000) 1992 Completed 40

Crockett Manor, Ltd. 144,000 (20,000) 1994 Completed 40

Crockett Manor Senior Citizens
Complex, Ltd. 117,000 (6,000) 1993 Completed 50

Delta Manor, L.P. 145,000 (37,000) 1993 Completed 27.5

Eupora Apartments, L.P. 108,000 (24,000) 1992 Completed 40

Fairview Village V, Limited
Partnership 67,000 (14,000) 1992 Completed 40

Fox Lake Manor Limited Partnership 26,000 (17,000) 1994 Completed 27.5

Ft. Deposit Housing, Ltd. 77,000 (14,000) 1992 Completed 40

Gulf Coast Apartments, L.P. 184,000 (44,000) 1993 Completed 30

51


WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001



------------------------------------------------------------------------------
For the year ended December 31, 2000
------------------------------------------------------------------------------
Partnership Name Rental Net Year Investment Estimated Useful
Income Income/(loss) Acquired Status Life (Years)
- --------------------------------------------------------------------------------------------------------------------


Gulf Coast Apartments of Long Beach,
L.P. 216,000 (46,000) 1993 Completed 30

Heritage Colonial Homes, L.P. 67,000 (8,000) 1994 Completed 40

HOI Limited Partnership of Benson 191,000 (12,000) 1993 Completed 40

HOI Limited Partnership of Dallas 218,000 (54,000) 1993 Completed 40

HOI Limited Partnership of Dunn 117,000 (15,000) 1993 Completed 40

HOI Limited Partnership of Kings Mt. 150,000 (35,000) 1993 Completed 40

HOI Limited Partnership of Lee 286,000 (69,000) 1993 Completed 40

HOI Limited Partnership of Sanford 200,000 (54,000) 1993 Completed 40

HOI Limited Partnership of Selma 223,000 (27,000) 1993 Completed 40

Killbuck Limited Partnership 61,000 (11,000) 1992 Completed 27.5

Lake Ridge Apartments, L.P. 138,000 (68,000) 1994 Completed 50

Levelland Manor, L.P. 111,000 (36,000) 1993 Completed 40

Logan Park Associates Limited
Partnership 402,000 (20,000) 1993 Completed 27.5

Meadow Run Associates Limited
Partnership 155,000 (36,000) 1992 Completed 35

Oakdale Senior Housing Limited
Partnership 329,000 (210,000) 1993 Completed 30

Orange Beach Housing, Ltd. 107,000 (31,000) 1994 Completed 40

Parks I Limited Partnership 212,000 (24,000) 1993 Completed 40

Post Manor, L.P. 62,000 (37,000) 1992 Completed 40

Red Bud Associates I, a Limited
Partnership 52,000 (39,000) 1992 Completed 27.5

Steeleville Associates I, a Limited
Partnership 48,000 (21,000) 1992 Completed 27.5

Tanglewood Limited Partnership 107,000 (28,000) 1992 Completed 27.5


52


WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001



------------------------------------------------------------------------------
For the year ended December 31, 2000
------------------------------------------------------------------------------
Partnership Name Rental Net Year Investment Estimated Useful
Income Income/(loss) Acquired Status Life (Years)
- --------------------------------------------------------------------------------------------------------------------

Village Lane Properties, a Limited
Partnership 177,000 (22,000) 1993 Completed 25

Whitted Forest Limited Partnership 177,000 (44,000) 1993 Completed 40

Wilcam Housing, Ltd. 60,000 (25,000) 1993 Completed 40

Wills Point Manor, L.P. 81,000 (21,000) 1992 Completed 40

Windmere Associates Limited
Partnership 168,000 (29,000) 1992 Completed 35

Woodlands Apartments, L.P. 152,000 (39,000) 1992 Completed 40

Woodview Limited Partnership 1992 Completed 40
149,000 (49,000)
------------ ------------
$ 6,369,000 $(1,421,000)
============ ============


53


WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000



-------------------------------------- --------------------------------------------------
As of March 31, 2000 As of December 31, 1999
-------------------------------------- --------------------------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Beaumont Elderly Beaumont,
Housing, L.P. Mississippi $ 229,000 $ 229,000 $929,000 $ 1,287,000 $ 156,000 $ 1,131,000

Brownfield Seniors Brownfield,
Community, Ltd. Texas 147,000 147,000 690,000 837,000 115,000 722,000

Buffalo Apartments, Buffalo,
Ltd. Texas 91,000 91,000 415,000 555,000 83,000 472,000

Cambridge Court Associates Grottoes,
Limited Partnership Virginia 254,000 254,000 1,328,000 1,652,000 301,000 1,351,000

Candleridge Apartments of Bondurant,
Bondurant L.P. Iowa 99,000 99,000 601,000 775,000 184,000 591,000

Candleridge Apartments Waukee,
of Waukee L.P. Iowa 101,000 101,000 656,000 807,000 173,000 634,000

Carlinville Carlinville,
Associates I, L.P. Illinois 105,000 105,000 502,000 537,000 98,000 439,000

Cherokee Housing, Cedar Bluff,
Ltd. Alabama 110,000 110,000 622,000 735,000 146,000 589,000

Chester Associates
I, a Limited Chester,
Partnership Illinois 159,000 159,000 693,000 1,000,000 255,000 745,000

Clinton Terrace Albany,
Apartments, Ltd. Kentucky 138,000 138,000 771,000 930,000 206,000 724,000

Coffeeville Coffeeville,
Housing, Ltd. Alabama 103,000 103,000 545,000 659,000 138,000 521,000

Coosa County Rockford,
Housing, Ltd. Alabama 103,000 103,000 563,000 688,000 149,000 539,000


54



WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000


-------------------------------------- --------------------------------------------------
As of March 31, 2000 As of December 31, 1999
-------------------------------------- --------------------------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Crockett Manor, Crockett,
Ltd. Texas 184,000 184,000 899,000 1,159,000 187,000 972,000

Crockett Manor
Senior Citizens Crockett,
Complex, Ltd. Texas 203,000 203,000 1,023,000 1,313,000 180,000 1,133,000

Delta Manor, Techula,
L.P. Mississippi 227,000 227,000 1,236,000 1,545,000 418,000 1,127,000

Eupora Apartments, Eupora,
L.P. Mississippi 138,000 138,000 1,205,000 1,422,000 267,000 1,155,000

Fairview Village V, Carroll,
Limited Partnership Iowa 119,000 119,000 594,000 770,000 160,000 610,000

Fox Lake Manor Limited Fox Lake,
Partnership Wisconsin 84,000 84,000 375,000 480,000 119,000 361,000

Ft. Deposit Fort Deposit,
Housing, Ltd. Alabama 127,000 127,000 704,000 858,000 182,000 676,000

Gulf Coast Gulfport,
Apartments, L.P. Mississippi 320,000 320,000 1,442,000 1,838,000 491,000 1,347,000

Gulf Coast Apartments Long Beach,
of Long Beach, L.P. Mississippi 315,000 315,000 1,454,000 1,863,000 483,000 1,380,000

Heritage Colonial Blackshear,
Homes, L.P. Georgia 125,000 115,000 528,000 752,000 131,000 621,000

HOI Limited Partnership Benson, North
of Benson Carolina 269,000 269,000 1,218,000 1,689,000 322,000 1,367,000

HOI Limited Partnership Dallas, North
of Dallas Carolina 366,000 366,000 1,711,000 2,269,000 475,000 1,794,000


55



WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000


-------------------------------------- --------------------------------------------------
As of March 31, 2000 As of December 31, 1999
-------------------------------------- --------------------------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

HOI Limited Partnership Dunn, North
of Dunn Carolina 170,000 170,000 825,000 1,081,000 228,000 853,000

HOI Limited Partnership Kings Mountain,
of Kings Mt. North Carolina 262,000 262,000 1,238,000 1,638,000 333,000 1,305,000

HOI Limited Partnership Sanford, North
of Lee Carolina 419,000 419,000 1,995,000 2,640,000 498,000 2,142,000

HOI Limited Partnership Sanford, North
of Sanford Carolina 277,000 277,000 1,268,000 1,740,000 330,000 1,410,000

HOI Limited Partnership Selma, North
of Selma Carolina 271,000 271,000 1,232,000 1,746,000 356,000 1,390,000

Killbuck Limited Killbuck,
Partnership Ohio 151,000 151,000 750,000 935,000 254,000 681,000

Lake Ridge Tiptonville,
Apartments, L.P. Tennessee 317,000 317,000 1,465,000 1,832,000 419,000 1,413,000

Levelland Levelland,
Manor, L.P. Texas 175,000 175,000 906,000 1,124,000 185,000 939,000

Logan Park Associates Caldwell,
Limited Partnership Idaho 571,000 571,000 2,281,000 3,022,000 716,000 2,306,000

Meadow Run Associates Gordonsville,
Limited Partnership Virginia 302,000 302,000 1,494,000 1,856,000 272,000 1,584,000

Oakdale Senior Housing Oakdale,
Limited Partnership California 919,000 919,000 3,066,000 4,666,000 913,000 3,753,000

56


WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000


-------------------------------------- --------------------------------------------------
As of March 31, 2000 As of December 31, 1999
-------------------------------------- --------------------------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Orange Beach Orange Beach,
Housing, Ltd. Alabama 229,000 208,000 1,093,000 1,354,000 204,000 1,150,000

Parks I Limited Chatham,
Partnership Virginia 253,000 253,000 1,247,000 1,583,000 320,000 1,263,000

Post Manor, L.P. Post, Texas 117,000 117,000 603,000 734,000 121,000 613,000

Red Bud Associates I, a Red Bud,
Limited Partnership Illinois 135,000 135,000 601,000 930,000 211,000 719,000

Steeleville Associates I, a Steeleville,
Limited Partnership Illinois 110,000 110,000 540,000 727,000 178,000 549,000

Tanglewood Limited Frankfurt,
Partnership Ohio 212,000 212,000 1,068,000 1,322,000 359,000 963,000

Village Lane Properties, a Farmington,
Limited Partnership Arkansas 168,000 168,000 888,000 984,000 251,000 733,000

Whitted Forest Hillsborough,
Limited North
Partnership Carolina 685,000 685,000 1,030,000 2,028,000 241,000 1,787,000

Wilcam Housing, Camden,
Ltd. Alabama 126,000 106,000 623,000 758,000 136,000 622,000

Wills Point Wills Point,
Manor, L.P. Texas 124,000 124,000 630,000 766,000 128,000 638,000

Windmere Associates Lexington,
Limited Partnership Virginia 291,000 291,000 1,486,000 1,839,000 257,000 1,582,000

Woodlands Mount Pleasant,
Apartments, L.P. Texas 239,000 239,000 1,255,000 1,529,000 253,000 1,276,000

57

WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000


-------------------------------------- --------------------------------------------------
As of March 31, 2000 As of December 31, 1999
-------------------------------------- --------------------------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Chillicothe,
Woodview Illinois and
Limited Glassford,
Partnership Illinois 269,000 269,000 1,198,000 1,563,000 303,000 1,260,000
-------------- ----------- ----------- ------------ ----------- -----------
$ 10,908,000 $10,857,000 $49,486,000 $ 64,817,000 $12,885,000 $51,932,000
============== =========== =========== ============ =========== ===========


58




WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000


------------------------------------------------------------------------------
For the year ended December 31, 1999
------------------------------------------------------------------------------
Partnership Name Rental Net Year Investment Estimated Useful
Income Income/(loss) Acquired Status Life (Years)
- --------------------------------------------------------------------------------------------------------------------

Beaumont Elderly Housing, L.P. $ 92,000 $ (23,000) 1995 Completed 45

Brownfield Seniors Community, Ltd. 86,000 7,000 1994 Completed 40

Buffalo Apartments, Ltd. 150,000 (38,000) 1995 Completed 35

Cambridge Court Associates Limited
Partnership 133,000 (42,000) 1992 Completed 35

Candleridge Apartments of Bondurant
L.P. 112,000 (27,000) 1992 Completed 27.5

Candleridge Apartments of Waukee L.P. 127,000 (15,000) 1992 Completed 27.5

Carlinville Associates I, L.P. 53,000 (17,000) 1994 Completed 30

Cherokee Housing, Ltd. 66,000 (11,000) 1993 Completed 40

Chester Associates I, a Limited
Partnership 65,000 (42,000) 1992 Completed 27.5

Clinton Terrace Apartments, Ltd. 68,000 (20,000) 1993 Completed 40

Coffeeville Housing, Ltd. 52,000 (8,000) 1993 Completed 40

Coosa County Housing, Ltd. 58,000 (9,000) 1992 Completed 40

Crockett Manor, Ltd. 135,000 (17,000) 1994 Completed 40

Crockett Manor Senior Citizens
Complex, Ltd. 111,000 (11,000) 1993 Completed 50

Delta Manor, L.P. 147,000 (26,000) 1993 Completed 27.5

Eupora Apartments, L.P. 106,000 (21,000) 1992 Completed 40

Fairview Village V, Limited
Partnership 68,000 (9,000) 1992 Completed 40

Fox Lake Manor Limited Partnership 32,000 (13,000) 1994 Completed 27.5

Ft. Deposit Housing, Ltd. 72,000 (24,000) 1992 Completed 40

Gulf Coast Apartments, L.P. 184,000 (35,000) 1993 Completed 30


59


WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000



------------------------------------------------------------------------------
For the year ended December 31, 1999
------------------------------------------------------------------------------
Partnership Name Rental Net Year Investment Estimated Useful
Income Income/(loss) Acquired Status Life (Years)
- --------------------------------------------------------------------------------------------------------------------

Gulf Coast Apartments of Long Beach,
L.P. 218,000 (25,000) 1993 Completed 30

Heritage Colonial Homes, L.P. 66,000 (26,000) 1994 Completed 40

HOI Limited Partnership of Benson 192,000 (10,000) 1993 Completed 40

HOI Limited Partnership of Dallas 215,000 (48,000) 1993 Completed 40

HOI Limited Partnership of Dunn 120,000 (16,000) 1993 Completed 40

HOI Limited Partnership of Kings Mt. 150,000 (27,000) 1993 Completed 40

HOI Limited Partnership of Lee 273,000 (73,000) 1993 Completed 40

HOI Limited Partnership of Sanford 187,000 (45,000) 1993 Completed 40

HOI Limited Partnership of Selma 215,000 (34,000) 1993 Completed 40

Killbuck Limited Partnership 80,000 (24,000) 1992 Completed 27.5

Lake Ridge Apartments, L.P. 136,000 (230,000) 1994 Completed 50

Levelland Manor, L.P. 118,000 (7,000) 1993 Completed 40

Logan Park Associates Limited
Partnership 402,000 (8,000) 1993 Completed 27.5

Meadow Run Associates Limited
Partnership 156,000 (32,000) 1992 Completed 35

Oakdale Senior Housing Limited
Partnership 320,000 (227,000) 1993 Completed 30

Orange Beach Housing, Ltd. 100,000 (34,000) 1994 Completed 40

Parks I Limited Partnership 210,000 (23,000) 1993 Completed 40

Post Manor, L.P. 65,000 (27,000) 1992 Completed 40

Red Bud Associates I, a Limited
Partnership 60,000 (42,000) 1992 Completed 27.5

Steeleville Associates I, a Limited
Partnership 44,000 (30,000) 1992 Completed 27.5

Tanglewood Limited Partnership 107,000 (31,000) 1992 Completed 27.5

60


WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000



------------------------------------------------------------------------------
For the year ended December 31, 1999
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Partnership Name Rental Net Year Investment Estimated Useful
Income Income/(loss) Acquired Status Life (Years)
- --------------------------------------------------------------------------------------------------------------------

Village Lane Properties, a Limited
Partnership 175,000 (30,000) 1993 Completed 25

Whitted Forest Limited Partnership 181,000 (27,000) 1993 Completed 40

Wilcam Housing, Ltd. 61,000 (16,000) 1993 Completed 40

Wills Point Manor, L.P. 80,000 - 1992 Completed 40

Windmere Associates Limited
Partnership 157,000 (43,000) 1992 Completed 35

Woodlands Apartments, L.P. 163,000 (43,000) 1992 Completed 40

Woodview Limited Partnership 138,000 (27,000) 1992 Completed 40
------------ ------------
$ 6,306,000 $(1,606,000)
============ ============

61





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

WNC HOUSING TAX CREDIT FUND III, L.P.

By: WNC Tax Credit Partners, L.P. General Partner of the Registrant

By: WNC & Associates, Inc. General Partner of WNC California Tax Credit
Partners III, L.P.


By: /s/ Wilfred N. Cooper, Jr.
--------------------------
Wilfred N. Cooper, Jr., President
Chief Operating Officer of WNC & Associates, Inc.

Date: JUNE 27, 2002


By: /s/ Thomas J. Riha
------------------
Thomas J. Riha, Vice-President
Chief Financial Officer of WNC & Associates, Inc.

Date: JUNE 27, 2002


By: /s/ Wilfred N. Cooper, Sr.
--------------------------
Wilfred N. Cooper, Sr., General Partner

Date: JUNE 27, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.


By /s/ Wilfred N. Cooper, Sr.
--------------------------
Wilfred N. Cooper, Sr., Chairman of the Board of WNC & Associates, Inc.

Date: JUNE 27, 2002


By: /s/ David N. Shafer
-------------------
David N. Shafer, Director of WNC & Associates, Inc.

Date: JUNE 27, 2002

62



Exhibit
Number Exhibit Description

Ex-21.1 Financial Statements of Whitted Forest Limited Partnership, for
the years ended December 31, 2001 and 2000 together with
Independent Auditors Report thereon; a significant equity account
investment of the Partnership.